Contract for services
1. Parties
These terms provide the entire contract for provision of the Services described below by HR CONSULTING KENT LTD and the company named in and located at the address specified in the Schedule to this contract (“You”). By signing this contract, you agree to be bound by its terms for the duration of provision of the Services set out in this Contract and any additional proposals and/or orders You undertake with HR CONSULTING KENT LTD that are governed by its terms.
2. Services
2.1. HR CONSULTING KENT LTD shall carry out the Services set out in the Proposal and in any subsequent Proposals, with all reasonable skill, care and diligence according to industry best practice.
2.2. The Services shall be conducted within the timescales indicated in the Proposal, and timescales and costs shall be agreed in relation to every additional project will be agreed by HR CONSULTING KENT LTD and You and shall be subject to the terms of this contract.
2.3. All commitments with respect to the timing and scope of Services by HR CONSULTING KENT LTD are made in good faith. Each Party shall notify the other immediately if it becomes aware of any event or circumstance that is reasonably likely to delay or impede the delivery of the Services.
2.4. HR CONSULTING KENT LTD shall not be held liable for any delay, failure or breach of its obligations if it is due to Your failure to meet Your obligations under this Contract.
2.5. Where applicable You shall provide safe and timely access to premises and use of Your facilities in order that the Services can be carried out by HR CONSULTING KENT LTD. Where Services are to be carried out a different location or multiple sites, HR CONSULTING KENT LTD and You will agree the location in writing in advance of commencement of the Services.
2.6. You shall ensure that Your staff, premises, equipment, and requisite materials are available and that these are of the appropriate qualification, quality and quantity to meet the needs of the Services.
2.7. Where HR CONSULTING KENT LTD is to supply materials (e.g. documentation, training packs etc.) it will ensure materials are of the appropriate quality and quantity set out in the Proposal.
2.8. Where training is undertaken as part of the Services, either Party may vary the contents of any training to maintain the relevance of the course in line with current techniques and changes in legislation upon advance written notice to the other. Any changes which will incur additional cost to HR CONSULTING KENT LTD will be notified and agreed with You in advance and the Proposal will be updated with the revised Proposal then replacing the previous version and becoming immediately applicable thereafter.
2.9. You shall provide HR CONSULTING KENT LTD with such information and assistance as HR CONSULTING KENT LTD requires to carry out its obligations under this Contract.
2.10. HR CONSULTING KENT LTD shall deal with all requests for information and/or assistance in a prompt and diligent manner.
3. Fees
3.1. Fees for HR CONSULTING KENT LTD’s Services will be charged at the rate shown in the Proposal.
HR Consulting Kent Ltd
Registered Office: The Business Terrace, King Street, Maidstone, ME15 6JQ
Company Registration Number: 16350307
3.2. Fees are exclusive of Value Added Tax (VAT) which shall be added to your invoices as appropriate.
3.3. Where relevant, expenses will be charged at the rate shown in the Proposal.
4. Payment Terms
4.1. HR CONSULTING KENT LTD will invoice you in advance for the Fees. Invoices are payable within 28 days of the date of invoice. Payment shall be made in full.
4.2. Any additional work exceeding that described in the Proposal which has been agreed by the parties shall be invoiced on an ongoing basis.
4.3. If You fail to make any payment without prior agreement of HR CONSULTING KENT LTD, then:
4.3.1. HR CONSULTING KENT LTD may withhold delivery of any Services including reports and/or documentation and shall not be liable to you for any resulting inconvenience, loss or damage;
4.3.2. HR CONSULTING KENT LTD reserves the right to charge You interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5. Variation & Cancellation
5.1. In the event of cancellation by You, expenses (including third party charges) incurred on Your behalf and the Services provided or to be provided to You up to the date of cancellation may be levied by HR CONSULTING KENT LTD as a result of the cancellation, in which case HR CONSULTING KENT LTD shall provide evidence of any such expenditure.
5.2. In the event of cancellation by HR CONSULTING KENT LTD, it shall refund to you any money paid in advance for Services which have not been provided, less its expenses relating to provision of the Services for You and/or any third-party costs or expenditure which it has incurred in your behalf or in relation to the Services.
5.3. Notice of cancellation for individual and group services are listed in the Proposal.
6. Term
6.1. HR CONSULTING KENT LTD or You may terminate this Contract at will upon written notice in the event of material or persistent breach which, once notified, remains uncorrected for a period of 7 days.
7. Insolvency
7.1. HR CONSULTING KENT LTD shall have the right to terminate this Contract and immediately cease provision of Services to You should You become insolvent or if a party petitions for Your bankruptcy, if You are declared insolvent, placed into administrative receivership (other than for solvent restructuring) or it is apparent that You are unable to pay Your bills as they become due.
8. General Obligations
8.1. HR CONSULTING KENT LTD will not carry out any illegal activities on Your behalf. Any requirement in this respect will nullify this Contract and entitle HR CONSULTING KENT LTD to recover in full its Fees and expenses.
HR Consulting Kent Ltd
Registered Office: The Business Terrace, King Street, Maidstone, ME15 6JQ
Company Registration Number: 16350307
9. Loss and Damage to Property; Personal Injury and Insurance
9.1. You shall indemnify HR CONSULTING KENT LTD against all claims, demands, proceedings, losses, liabilities, interest, costs and expenses (including legal expenses and costs) of whatsoever kind or nature (‘Losses’) made against or incurred by HR CONSULTING KENT LTD in respect of loss (including financial loss), injury or death however arising in consequence of performance by HR CONSULTING KENT LTD of the Services and/or this Contract.
9.2. Both parties shall at all times be adequately insured, with a reputable insurer, against all insurable risks as are normally insured by similar businesses.
10. Limitations
10.1. Nothing in this Contract shall limit liability in respect of death or personal injury caused by negligence.
10.2. HR CONSULTING KENT LTD shall not be liable for loss of data or use, any form of indirect, consequential or special loss, or any loss of or failure to realise expected profit, revenue or savings or any other form of economic loss, whether any such loss is direct or indirect and, in each case, however arising.
10.3. Should any liability be imposed, HR CONSULTING KENT LTD’s maximum liability, shall be the lower of the Fees due in the 12 months preceding the date of claim or the amount actually paid by you in that period. All liability for damages, loss or personal injury or death resulting from our Services are excluded to the fullest extent permitted under English Law.
11. Rights of Ownership
11.1. Notwithstanding any payments received from You, all rights of ownership in all materials prepared by HR CONSULTING KENT LTD, whether written or not, shall remain the property of HR CONSULTING KENT LTD, except where these rights are explicitly stated in writing to have been waived or where the Proposal explicitly so provides for HR CONSULTING KENT LTD to assign rights in such documents to You.
12. Confidential Information
12.1. Each party undertakes that it shall not at any time during this contract, and for a period of two years after termination of this contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party. 12.2. Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under this contract and shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this.
13. Data Protection
13.1. The Parties shall at all times ensure compliance with the provisions and obligations imposed by the General Data Protection Regulations 2018 (“GDPR”) and the Data Protection Act 2018 in respect of storing and processing personal data, and all personal data acquired by either Party from the other shall be returned to the disclosing Party on request. All Parties hereby acknowledge that performance of a duty imposed by the Act shall not constitute a breach of any obligation in respect of confidentiality, which may be owed to the other.
HR Consulting Kent Ltd
Registered Office: The Business Terrace, King Street, Maidstone, ME15 6JQ
Company Registration Number: 16350307
13.2. HR CONSULTING KENT LTD shall process any Personal Data (as defined under GDPR) only to the extent and in such a manner, as is necessary for the purposes specified in this contract and in accordance with Your instructions from time to time and shall not process the Personal Data for any other purpose.
13.3. HR CONSULTING KENT LTD will keep a record of any processing of Personal Data it carries out on Your behalf. This data will be securely held for 6 months after the end of the provision of services at which point it will be securely destroyed.
13.4. HR CONSULTING KENT LTD may use sub-contractors to undertake processing of Personal Data and these companies and/or individuals will be deemed sub-processors under the GDPR. Sub-processors are contractually obliged by HR CONSULTING KENT LTD to process Personal Data in accordance with its data protection policy and are required to maintain confidentiality as stated in this contract. HR CONSULTING KENT LTD and its sub-contractors will notify individuals of the need to process Personal Data and by signing this contract terms or by using HR CONSULTING KENT LTD’s Services, You consent to Personal Data being processed by HR CONSULTING KENT LTD and/or its sub-processors and You undertake to provide the necessary notices to Your staff in respect of this processing and secure such consents as are necessary to facilitate this processing.
14. General Waiver
14.1. This Contract, any Schedules to it and the Proposal constitute the entire agreement between the Parties in respect of the Services and replaces all previous negotiations, agreements, understandings and representations whether oral or in writing.
14.2. The failure by either Party to enforce at any time or for any period any one or more of the Conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all the Conditions of this agreement.
15. Jurisdiction of Contract
This Contract shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.
16. Definitions & Interpretation
In this Contract the following words and expressions shall have the following meanings, except where the context otherwise admits or requires.
“Contract” this contract along with any schedules to it and any subsequent documents issued by HR CONSULTING KENT LTD for the supply of Services which state these terms are incorporated into and apply to them.
“Fees” means the price or rate agreed for the Services as given in the Proposal, and/or all sums payable to HR CONSULTING KENT LTD for performance of the Services.
“Parties” HR CONSULTING KENT LTD and You individually or collectively as the context indicates.
“Proposal” the document which outlines the specific Services and Fees, attached to this contract at Schedule 1 and any updated or amended document which replaces it during provision of Services to You by HR CONSULTING KENT LTD.
“Services” those services (and where appropriate goods and/or equipment) provided by HR CONSULTING KENT LTD to You as set out in the Proposal.