Terms & Conditions
Management Resource Limited
Acceptance of the proposal to which these terms are attached by the client company (hereafter referred to as ‘the Client’) also implies acceptance of these terms (including any modification thereof contained in the proposal) and shall form a contract with Management Resource Limited (hereafter referred to as ‘the Company’) which is binding on both parties, governed by the law of the United Kingdom and subject to the jurisdiction of the courts of the United Kingdom. The Company will not be bound by any proposed addition, deletion or variation to the proposal or these terms unless it gives its consent in writing, signed by a duly authorised person.
The proposal is open for acceptance for 30 days from its date. Acceptance may be in writing, signed by a person duly authorised on behalf of the Client. If the Company commences work covered by its proposal and the Client has requested this or makes no objection to the work going ahead, the Client shall be deemed to have accepted the proposal, including these Terms Of Business, even if the Client has sent no formal acceptance of the proposal.
3. Charge for Services
The fee for the Company services is as detailed in the proposal. . Where a contract is charged by a monthly fee, this fee will represent payment of one twelfth of the budgeted annual days. Relevant expenses are charged, in addition, at cost as defined below.
Expenses shall include all out-of-pocket expenses incurred by the Company personnel, hotel bills, travel costs, meals, etc (reimbursed against a standard scale of allowances) plus the cost of communication, duplicating and printing and the secretarial costs incurred in report preparation. etc. (Please note that there may be a time lag between the incurring of an expense and its appearance on an invoice.) Where a lump sum is quoted for fees and expenses, allowance is included for two copies of any reports, additional copies being available only at extra cost.
Invoices are issued at the end of each month for the fees incurred in that month, plus expenses to hand at that time. Payment is to be made within 14 days of receipt. A carrying charge will be made on overdue accounts to cover financing and handling. The percentage applicable will be advised on the first statement of accounts.
6. Duties of Management Resource Limited Clients
The Client is to appoint one representative authorised to take all decisions required from time to time by the Company in the execution of its work and with power to delegate as appropriate where this will facilitate such work. Decisions, data, etc, required by the Company are to be given with all reasonable speed. The Client is to provide the Company personnel, whilst they are on the Client’s premises, with office accommodation appropriate to their need, suitable for private conversation and with access to and free use of external and internal telephones. All other reasonable requests for clerical assistance, etc, are to be met.
7. Mutual Obligation
It is mutually recognised that normal business operations of both the Client and the Company must continue whilst the work covered by the Company proposal is executed and that both parties will be obliged from time to time to devote their attention to other duties. Nevertheless, both parties agree to take all reasonable steps to maximise the time devoted by their personnel to the work covered by the Company proposal and hence minimise the duration of the assignment.
The Company personnel, when on the Client’s premises, may be exposed to risks of personal injury and to claims against them or against the Company for damages from a third party or from the Client. Such risks are particularly high where the Company personnel are in an acting managerial capacity for the Client. The Company only undertakes to insure against personal injury to its own personnel and requires the Client to indemnify both the Company and its personnel against all other claims and to cause them to be named to that effect in relevant insurance policies.
Where the Client contracts with a third party and requires the Company fulfills a role in execution of that contract, the Client is to require the third party to provide the Company and its personnel with similar indemnity. Where a Client’s business involves the exposure of the Company personnel to abnormal risks peculiar to that business, the Client is to insure both the Company and its personnel against such risks.
9. Estimated Duration
Whilst the Company will use its best endeavors to maintain the timing of any work programme outlined in the proposal, such timing is an estimate only. The Company is not bound by such timing nor will it accept liability for any loss or damage resulting from failure to maintain that timing.
10. Warranty and Limitation of Liability
The Company shall, in performing the work specified in the proposal, exercise all reasonable skill, care and diligence. Whilst the Company will use its best endeavors to provide advice which is sound and when followed will produce forecast results, it must be recognised that the Company will not have control over the manner in which the advice is followed, the surrounding circumstances or the subsequent conduct of any personnel who are involved in the day-to-day operation of the Client.
Should any work performed by the Company pursuant to the proposal subsequently be shown to have fallen short of the standards expected of competent consultants, The Company undertakes at its own cost to correct the part or parts of such work.
This warranty is in lieu of any other warranty whatsoever of any method, system, plant or other scheme devised, discussed or recommended by the Company and the Company shall not bear or be responsible for any loss or damage, direct, indirect, consequential or otherwise, suffered by the Client as a result of reliance on the advice of the Company howsoever provided (negligently or otherwise) or of any work of the Company howsoever performed (negligently or otherwise).
11. Gratuitous Advice
The Company services are provided against a proposal which specifies its scope of work. In the execution of that work, the Company personnel may be asked for or may voluntarily offer advice in areas which lie outside that scope. Neither the Company nor its personnel accept liability for any loss or damage resulting from the reliance on such gratuitous advice, whether the advice was given negligently or otherwise.
The term “Company personnel” shall include the Principal and employees of the Company and, on occasion, freelance personnel and/or sub-contractors engaged by the Company. In accepting the proposal to which these terms are attached, the Client undertakes that neither the Client nor its associate companies will approach any of the Company personnel to offer them employment or invite them independently to provide services other than with the Company specified approval. This undertaking is to remain in force for a period of two years from the completion of the assignment covered by the proposal to which these terms are attached.
13. Termination and Suspension
The Client may terminate or suspend the assignment at any time by giving the Company one calendar month’s notice of such termination or suspension and paying, on the basis defined in (3) and (4) above, all costs incurred by the Company, including any commitments to third parties entered into by the Company in good faith, and the costs of returning the Company personnel to their home base