Terms & Conditions - Valueselling Consulting

These terms and conditions shall apply to the provision by Valueselling, of consultancy services as described in this Quotation, hereinafter called the Services.

1. DEFINITIONS
  1. “Charges” means the charges to be paid by Customer for the Services and which are specified in this Quotation.
  2. “Customer” means the recipient of Services from VALUESELLING.
  3. “Order” means an Order for Services placed by Customer subject to these terms and conditions for Services pursuant to this Quotation.
  4. “Quotation” means this quotation for the Services submitted by VALUESELLING to Customer.
  5. “Services” means the services to be provided by VALUESELLING as specified in this Quotation.
  6. “Timetable” means the timetable within which VALUESELLING will perform the Services and which is specified in this Quotation.
2. APPLICATION
  1. These terms and conditions shall constitute the entire understanding between the parties relating to the Services to be provided hereunder, and shall supersede any previous communication, representation or agreements by either party whether oral or written relevant to the Services. Customer’s additional or different terms and conditions shall not apply. No change to any of the terms and conditions herein shall be valid unless in writing and signed by an authorized representative of each party.
3. OBLIGATIONS OF VALUESELLING
  1. VALUESELLING shall use all reasonable efforts to provide the Services in accordance with the Timetable, but shall not be liable for any failure to meet the Timetable.
  2. The Services shall be performed during normal working hours from Monday through Friday, excluding VALUESELLING holidays. A working day is, unless specified otherwise, composed of eight (8) hours, to be delivered between 07:30 and 18:30 in agreement between Customer and VALUESELLING. VALUESELLING may select any suitably qualified person(s) including subcontractors to perform the Services. VALUESELLING shall be responsible for the performance of any subcontractors which it appoints.
4. OBLIGATIONS OF CUSTOMER
  1. Customer acknowledges that VALUESELLING’s ability to perform the Services is dependent upon Customer’s full and timely cooperation with VALUESELLING as well as the accuracy and completeness of any information and data Customer provides to VALUESELLING. Therefore, Customer shall:
    1. provide VALUESELLING with access to, and use of, all information, data, documentation, computer time, facilities, working space and office services deemed reasonably necessary by VALUESELLING to provide the Services; and
    2. appoint a representative who shall provide professional and prompt liaison with VALUESELLING, have the necessary expertise and authority to commit Customer, and be available at all times when the Services are being provided by VALUESELLING at Customer’s premises.
  2. Customer shall be responsible for maintaining an external procedure for the reconstruction of lost or altered files, data, or programs to the extent deemed necessary by Customer, and for actually reconstructing any such materials.
5. FORCE MAJEURE
  1. VALUESELLING shall not be liable for delays or failure in performance due to unforeseen circumstances or causes beyond VALUESELLING’s reasonable control, including but not limited to any industrial dispute. In the event of such non-performance continuing for more than three (3) months, either party may by giving written notice terminate the provision of further Services.
  2. Should any delay be caused by the default, act or omission of Customer or Customer’s servants, agents, employees or subcontractors, then VALUESELLING may recover any additional costs, charges or expenses incurred by VALUESELLING as a result of such delay.
6. CHARGES AND PAYMENT
  1. The Charges are as stated in this Quotation and are valid for thirty (30) days from the date of this Quotation. The Charges exclude Value Added Tax, which shall be added to each invoice at the rate applicable at the date of such invoice.
  2. Customer shall pay all invoices within 15 (fifteen) days from the date of invoice unless otherwise specified. Should any sum due to VALUESELLING remain unpaid after 10 (ten) days from the date of written notice to the Customer, VALUESELLING shall not be obliged to continue performance under this Quotation with Customer. VALUESELLING shall be entitled to interest on the amount due at the legal rate calculated from the date due plus to a lump sum indemnity of 10% of the invoice amount, and to recover its expenses including legal fees and costs of collection.
  3. VALUESELLING shall have the right to change payment terms specified herein at any time, if Customer’s financial condition or previous payment record so warrants.
7. CHANGES IN OBLIGATIONS
  1. Either party may request variations to any part of the Order and the obligations contained herein. All such requests must be made in writing.
  2. VALUESELLING shall notify Customer in writing as soon as is reasonably possible following receipt of a written change request from Customer or the making of a written change recommendation from VALUESELLING, with an estimate of the costs involved and the time required to investigate the proposed change. If Customer instructs VALUESELLING to proceed with such investigation, VALUESELLING may charge the costs incurred in such investigation, whether or not such change is implemented.
  3. VALUESELLING shall advise Customer in writing of the results of its investigation, giving the effects upon the Charges, the Timetable, the payment terms, and other contract matters, including any required change to the obligations of Customer, should the variation be implemented.
  4. If Customer wishes to proceed with the variation, Customer shall instruct VALUESELLING in writing to that effect within 15 (fifteen) working days of receipt of such advice, and the Order shall then be deemed modified accordingly.
  5. Until such time as any variation is formally agreed in writing and signed by an authorized representative of each party, VALUESELLING shall continue to perform and to be paid as if such variation had not been requested or recommended.
  6. If VALUESELLING makes a recommendation, which Customer at its discretion does not wish to adopt, then Customer’s refusal to implement the change shall not excuse VALUESELLING from performance of its obligations under these terms and conditions, except where to continue such performance would contravene any law(s) or regulation(s).
8. CONFIDENTIAL INFORMATION
  1. Each party shall protect against any unauthorized disclosure of the information of the other party which is clearly designated in writing as being confidential (hereinafter referred to as “Confidential Information”) by using the same degree of care as it takes to preserve and protect its own confidential information of a similar nature, but in no event shall this be less than a reasonable degree of care. Such obligation shall continue for the duration of the Order and for two (2) years thereafter.
  2. In the event of oral disclosure of Confidential Information, such information shall be treated in accordance with the provisions of this Clause from the time of disclosure, and the information disclosed shall be summarised in writing, marked as being Confidential Information and sent to the other party within ten (10) working days of the initial oral disclosure.
  3. A receiving party shall not be required to treat as confidential any information which is already in its possession, or becomes publicly available, is independently developed by it, or is lawfully obtained from third parties without any restriction on disclosure.
  4. VALUESELLING may pass Confidential Information to its subsidiaries in which event:
    1. these companies may only use the Confidential Information for the purposes of this Clause; and
    2. VALUESELLING hereby warrants that these companies will abide by the terms of this Clause.
  5. The disclosing party warrants that it has the right to disclose any Confidential Information provided to the other pursuant to the provision of the Services.
  6. In the event of termination of any Order the receiving party shall destroy or return to the disclosing party all Confidential Information received pursuant to the provision of the Services together with all partial or complete copies thereof.