TERMS AND CONDITIONS

Independent Dependent Decision Makers (idm) part of The idm Group

Standard Terms and Conditions of Business

  1. Formation of Contract

    1. These Terms and Conditions of Business (`these Terms´) shall form part of the Contract between the Client (being the person named in the Assignment) and idm for the provision by idm of the services set out in the Assignment unless otherwise agreed in writing by idm. The Assignment means the latest in date of the written proposal or engagement letter issued by idm (and the Client´s acceptance thereof) and the document (if any) issued by the Client to commission the services of idm (and idm´s written acceptance thereof) The Contract shall comprise the Assignment, these Terms and any amendments thereto. All amendments to the Contract must be in writing and signed by or on behalf of the Client and idm. The Contract shall be governed by and construed in accordance with English Law and the parties irrevocably agree and accept that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in conjunction with the Contract.
    2. Subject to the foregoing, in the event of any conflict between these Terms and the Assignment or any other document which forms part of the Contract, these Terms shall prevail except where they have been amended (by specific reference to the relevant clause and paragraph of these Terms) as provided for herein.

  2. Calculation and Payment of Fees and Expenses

    1. Fees will be charged on the basis set out in the Contract. Fees will be charged separately for each type of work and will be billed at monthly intervals. VAT, where applicable, at the current rate will be added to the invoice.
    2. Invoices are payable net on submission. Any queries concerning an invoice must be raised within 30 days of the invoice date. In the event that invoices are not settled in full by then, idm shall be entitled (without prejudice to any other rights) to charge compound interest monthly at three per cent above the Midland Bank base rate on the balance outstanding from time to time on such invoice until the debt is settled and/or to suspend or terminate the Contract and any other Contract with the Client.
    3. Statements by idm as to the total work time or total charges which may be involved in fulfilling the Assignment are supplied as estimates only and, whilst all reasonable efforts are made to ensure their accuracy, no liability will be accepted in respect thereof. Without prejudice to the foregoing, if during the course of carrying out the Assignment idm reasonably considers that an estimate of total work time or total charges previously given will prove to be a material underestimate, idm will endeavour to give the Client reasonable notice specifying the circumstances concerned, stating the additional work involved and estimating the increase in total work time or total charges which will result.
    4. All estimates are based on rates current at the time of quotation. Fees will be charged on the basis of rates from time to time during the carrying out of the Assignment.

  3. Cancellations and Rescheduling

      (a)Should the client need to cancel an assignment, the client should notify idm immediately. Once an assignment has been agreed and diarised the following cancellation and postponement charges will apply:

      Less than 4 weeks notice 50% of total amount of the contract

      Less than 1 week’s notice 100% of total amount of the contract

      Payment terms 7 days from the date of invoice (unless otherwise agreed)

      (b)Should the client need to reschedule an assignment which has been diarised and agreed, the above cancellation charges will still apply. However, in these circumstances idm will endeavour to reschedule its personal resource to avoid charges as a matter of goodwill.

4. Expenses and Office Services

  1. The Client shall reimburse idm for all out of pocket expenses incurred in connection with the Assignment including travel and subsistence and the cost of providing special support services.
  2. When work is carried out on the Client´s premises the Client will provide without charge suitable accommodation and support services (including use of telephone and secretarial services).

5. Information and Confidentiality

  1. The Client has disclosed and will continue to disclose to idm all information which is necessary for the assignment or which, in the reasonable opinion of idm is relevant to the Contract. The Client represents that all information disclosed to idm is, and all information is to be disclosed to idm will be, true accurate in all material respects and not misleading in any material respect.
  2. The Client shall notify idm in writing forthwith upon becoming aware of the same, any matter, fact or circumstances which is inconsistent in any material respect with any of the information disclosed or renders any such information untrue, inaccurate or misleading in any material respect.
  3. Without limiting the generality of Sub-clauses 4(a) and (b), the Client shall provide forthwith and without charge all necessary information and assistance which is required by idm from time to time to carry out the Assignment in accordance with the provision of the Contract.
  4. Subject to the following sub-clauses;
    1. Confidential information concerning the Client´s business will not be disclosed by idm to any third party without the Client´s prior written consent unless otherwise required by law, a court of competent jurisdiction, or by a governmental or regulatory authority.
    2. All information and advice written or oral, of whatever nature, made available by idm to the Client is for the sole use of the Client and shall not be disclosed or made available by the client to any third party without the prior written consent of idm.
  5. Sub-clause 4(d) shall not apply to any information which is in or enters the public domain other than by breach of that sub-clause, is in the possession of the receiving party without restriction before the date of receipt from the other party is obtained from a third party who is lawfully authorised to disclose such information.
  6. Nothing herein shall be construed so as to prevent either party from disclosing any information to its professional advisers or insurers, or to a third party in the proper performance of its rights and obligations under the Contract provided that the disclosing party shall use all reasonable endeavours to ensure that the person to whom such information is disclosed is informed of its confidential nature, and where appropriate, enters into a confidentiality undertaking with the disclosing party in terms similar hereto.
  7. Nothing herein shall be construed so as to prevent idm from using techniques, ideas and other know-how gained during the performance of the Assignment in the furtherance of their own business to the extent that such use does not result in a disclosure of confidential information in breach of this Clause 4 or in infringement of any Intellectual Property Right of the Client.

6. Propriety Rights and Protection

  1. For the purpose of these Terms:
    `Intellectual Property Rights´ include copyrights, patents, trade marks, service marks, design rights (whether registered or unregistered), trade secrets and all other similar propriety rights; and `work´ means any report, document, data, design, computer software or any other material (whether written or machine readable) which is developed under the Contract, whether by or on behalf of idm singly, or both parties jointly, but does not include any computer or software which is covered by a separate agreement between idm and the Client.
  2. All Intellectual Property Rights in the Works shall be and become vested solely in idm.
  3. idm hereby grants to the Client a perpetual non-exclusive and non-transferable licence to use, copy and modify the Works solely for internal business purposes of the Client provided that whenever the Client modifies any Works it shall remove all references to idm from such Works.
  4. The Client shall procure that each author controlled by the Client of any Work produced jointly or on behalf of idm and the Client shall unconditionally and irrevocably waive in favour of idm any and all rights that he/she may or shall have pursuant to Chapter iv of Part 1 of the Copyright Designs and patents Act 1988 or otherwise in relation to such Works.

7. Sub-Contracting

idm shall be entitled to sub-contract any part of the Assignment to any consultant or adviser (the `Sub-Contractor´) provided that:

  1. Where the Client requires idm to contract the services of a sub-Contractor specified by the Client (the `Client Nominated Sub-Contractor´) and the Client agrees to accept responsibility for the work to be performed by the Client Nominated Sub-Contractor, then idm, notwithstanding that it will be required to programme and integrate the work to be performed by the Client Nominated Sub-Contractor for the purpose of the Assignment, shall not be responsible or liable to the Client or any other person for the work performed by, and all acts, omissions, defaults and neglects of, the Client Nominated Sub-Contractor. In such circumstances the Client shall be responsible and liable for, and shall indemnify and keep indemnified idm against all claims, demands, proceedings, damages, losses, costs and expenses made against, suffered or incurred by idm directly or indirectly as a result of or in connection with the work performed by the acts, omissions, defaults and neglects of the Client nominated Sub-Contractor or arising from or in connection with the contract between idm and the Client Nominated Sub-Contractor: and
  2. In all other cases, idm shall remain responsible and liable to the Client for the work to be performed by the Sub-Contractor.

8. General Liabilities

  1. idm undertakes to carry out the Assignment with reasonable care and skill. All other warranties and conditions, whether expressed or implied by statute, common law or otherwise, are hereby excluded.
  2. All Works provided to the Client are provided for the sole use of the Client and no responsibility is accepted by idm for any reliance that may be had upon such Works by any third parties, unless the permission of idm is sought for the provision of a particular Work to specified third parties and such permission is given by idm in writing prior to provision of the Work.

9. Personnel

During the term of the Contract and for a period of six months after its termination neither idm nor the Client will directly solicit, seek or procure the services of any employee or agent of the other party connected with the Contract (other than by general advertising) without the prior written consent of, and upon such terms specified by, the other party.

10. Suspension of Termination

  1. The Client may at any time terminate the Contract by giving idm not less than 21 days´ prior written notice. Failure to provide 21 days notice will result in an invoice being levied for full payment.
  2. idm may suspend the Contract during the currency of any circumstances which, in the reasonable opinion of idm, materially adversely affect performance of its obligations thereunder or where idm reasonably determines that there has been a non-disclosure of material information by the Client or a material change in circumstances (whether by reason of a notification by the Client pursuant to Sub-clause 4(a), (b) or (c) or otherwise) such that if such information has been known or such circumstances existed prior to the parties entering into the Contract idm would not have entered into the Contract.
  3. Subject to sub-clause 9(d)(i) if, following suspension of the Contract as provided for herein, idm resumes the performance of its obligations under the Contract its fee for the Assignment shall be equitably adjusted to account for remobilisation and escalation, and the programme for carrying out the Assignment shall be adjusted to reflect the period and consequences of suspension (including without limitation a reasonable period to allow for remobilisation by idm).
  4. idm may (without prejudice to any other rights) by notice in writing to the Client terminate forthwith the Contract and any other Contract with the Client if;
    1. The period of suspension of the Contract exceeds 30 days.
    2. The Client commits a breach of any provision of the Contract provided if such breach is capable of being remedied that the Client after being given written notice thereof has not remedied the breach within seven days.
    3. The Client compounds with or negotiates for any composition or compromise with its creditors or is unable to pay its debts within the meaning of section 123 of the insolvency Act 1986; or
    4. (iv) Being an individual the Client shall die or has a receiving order made against him/her or commit any act of bankruptcy; or
    5. Being a company the Client shall call any meeting of its creditors or have a receiver or manager of all or any of its business or assets appointed or if an application for an administration order shall have been made in respect of the Client or if the Client shall enter into any liquidation.
  5. If the Contract is terminated as provided herein;
    1. Each party shall return to the other party all property belonging to the other party then in its possession; and
    2. The Client shall pay forthwith on demand by idm all fees expenses in respect of all services performed by idm under the Contract up to the date of termination together with all reasonable costs and expenses of idm incurred in connection with and in consequence of the termination of the Contract.
  6. Following termination of the Contract as provided for herein, neither idm nor the Client shall have any further right or obligation with respect to each other, except as set forth in this Clause 9 and in Sub-clauses 4 (d), (e), (f) and (g) and 5 (c).
  7. The termination of the Contract as provided for herein shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to idm or the Client.

11. General Provisions

  1. Neither party may assign the Contract in whole or in part without the prior written consent of the other party.
  2. The Contract shall supersede all previous undertakings, representations, commitments, or agreements whatsoever, whether oral or written, relating to the subject matter of the Contract and shall constitute the entire agreement between the parties.
  3. If any term or provision of the Contract shall be held to be invalid, illegal or unenforceable, in whole or in part, such term or provision shall to that extent be deemed not to form part of the Contract but the enforceability of the remainder of the Contract shall not be affected.