1. Definitions
In these terms and conditions, the following expressions shall (where the context so admits) have the following meanings:
2. Contract for Services
3. Services
The consultant shall be responsible for providing the services to the client in accordance with the requirements of the contract. Although the consultant will use reasonable endeavours to provide the services in accordance with any estimated date (if any) set out in the proposal, such dates are estimates only and the consultant accepts no responsibility or liability, financial or otherwise, in the event that the estimated dates are not complied with.
4. Force Majeure
The consultant shall not have any liability in respect of any delay in carrying out or failure to carry out of its obligations under the contract caused by any circumstances outside the reasonable control of the consultant.
5. Fees and Payment
6. Payment
7. Cancellation Charges
The consultant will levy a charge for cancellation of the services by the client:
In these terms and conditions, the following expressions shall (where the context so admits) have the following meanings:
- a. “Client” means Organisation Name
- b. “Consultant” means Consultant of Apiary Solutions
- c. “Contract” means the contract between the Consultant and the Client entered into subject to these conditions for the provision of the services including the proposal and these conditions
- d. “Proposal” means the proposal described or set out overleaf for the provision of the services
- e. “Services” means the services provided by the Consultant
2. Contract for Services
- 2.1 The proposal shall be valid only if accepted by the client by signing and returning to the consultant within 28 days. If not so accepted, the estimated fee stated therein may be subject to change by the consultant or the consultant my refuse to proceed with the contract at all.
- 2.2 The contract shall be subject to these terms and conditions
- 2.3 The consultant shall be under no obligation to take any action to progress the contract unless and until the consultant has received from the client acceptance of the proposal and all information and other items referred to in clause 2.1.
3. Services
The consultant shall be responsible for providing the services to the client in accordance with the requirements of the contract. Although the consultant will use reasonable endeavours to provide the services in accordance with any estimated date (if any) set out in the proposal, such dates are estimates only and the consultant accepts no responsibility or liability, financial or otherwise, in the event that the estimated dates are not complied with.
4. Force Majeure
The consultant shall not have any liability in respect of any delay in carrying out or failure to carry out of its obligations under the contract caused by any circumstances outside the reasonable control of the consultant.
5. Fees and Payment
- 5.1 Fees for the provision of the services will be those set out in the letter/proposal.
- 5.2 The consultant will be entitled to invoice the client under the contract at the consultant’s discretion upon commencement of the services and/or at the end of each month for work done by the consultant on the contract during that month. Payment of all the consultant’s invoices will be made in pounds sterling within 30 days of the date of issue.
- 5.3 The client will reimburse the consultant for all reasonable expenses (including, without limitation travel expenses) incurred in the discharge of its obligations hereunder.
- 5.4 Prices will increase annually on the 1 January each year by 2% or in line with the cost of inflation, whichever is greater.
6. Payment
- 6.1 Large & Medium Business Clients including Executive and Corporate (>250 employees) - The consultant will be entitled to invoice the client under the contract at the consultant’s discretion upon commencement of the services and/or at the end of each month for work done by the consultant on the contract during that month. Payment of all of the consultant’s invoices will be made in pounds sterling within 30 days of the date of issue.
- 6.2 Small and Micro Business (<250 employees) / Sole Traders - The consultant will be entitled to invoice the client under the contract at the consultant’s discretion upon commencement of the services and/or at the end of each week for work done by the consultant on the contract during that month. Payment of all of the consultant’s invoices will be made in pounds sterling within 7 days of the date of issue.
- 6.3 Individuals / Sole Traders - The consultant will invoice prior to commencing services. Payment of all the consultant’s invoices will be made in pounds sterling within 7 days of the date of issue.
- 6.4 Retainer - Retainer agreements will be invoiced to the client at the end of each month. Payment of all of the consultant’s invoices will be made in pounds sterling within 30 days of the date of issue.
- Where chargeable, VAT and any other applicable tax or duty shall be added to the invoice at the current rate or rates in force at the relevant times.
7. Cancellation Charges
The consultant will levy a charge for cancellation of the services by the client:
Cancellation Charge |
Consultancy / Training |
Coaching / Mentoring |
Large & Medium Businesses |
15 or more days before start date of service delivery 0% |
3-5 days’ notice - 50% to be charged |
Small & Micro Businesses |
14-8 days before start date of service delivery 50% |
2-3 days’ notice – 75% to be charged |
Sole Traders / Individuals |
0-7 days before start date of service delivery 100% |
2 days’ notice or less – 100% to be charged |
Any costs incurred by the consultant, or any preparation work commenced before cancellation of service delivery will be charged by the consultant to the client, time will be calculated based on time spent rounded up to 0.5 days at the agreed rate in the contract.
8. Liability
- 8.1 The consultant shall not be liable to the client for loss or damage to the client’s property unless due to the negligence or other failure of the consultant to perform its obligations under this agreement or under general law.
- 8.2 Except as set out in clause 6.1, the consultant accepts no liability in respect of any loss, or the consequence thereof suffered by the client and gives no warranty in respect of the services save that they will be carried out with reasonable care and skill.
- 8.3 The services are provided by the consultant on the basis that they are for the sole use of the client. The client will not use the services or any of the information provided by the consultant as part of the services other than for its own internal use and shall not communicate the services or any information contained therein to any third party other than its employees.
- Dated: 01 November 2022
- Terms & Conditions
- 8.4 Any claim in respect of the services provided by the consultant under the contract shall be notified in writing by the client within six months of the provision thereof. The consultant agrees to investigate any complaint.
9. Economic Loss
In no circumstances will the consultant be liable in, in contract, tort (including negligence or breach of statutory duty) or otherwise and whatever the cause thereof for any increased costs or expenses, for any loss of profit, business contracts, revenues or anticipated savings or any special, indirect or consequential damage of any nature whatsoever arising directly or indirectly out of the provision by the consultant of the services or any error therein or of the performance, non-performance or delayed performance by the consultant of the contract.
10. Limitation of Liability
Save in respect of liability to the client for death or injury resulting from the consultant’s or its employees’ or agents’ negligence and notwithstanding anything else contained in the contract, the consultant’s liability to the client in respect of the contract, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the amount of fees paid to the consultant by the client in respect of the services.
11. Liability, Indemnity, and Insurance
- 11.1 The Provider shall ensure that it has in place at all times suitable and valid professional indemnity insurance and public liability insurance.
- 11.2 The Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum defined as payable for the works and shall not include consequential losses.
- 11.3 The Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Provider.
- 11.4 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Provider’s liability for death or personal injury.
- 11.5 The Provider shall not be obliged to indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Provider’s breach of the Agreement.
- 11.6 The Client agrees to take out appropriate insurance cover to protect itself against all risks, and to be responsible for the payment of the premiums, and to ensure that the payment of the premiums does not lapse.
- 11.7 The Client shall indemnify the Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Provider) caused by the Client or its agents or employees.
- 11.8 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
12. Project Delivery
Apiary Solutions shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of Apiary Solutions including but not limited to war, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.
13. Intellectual Property Rights
All intellectual property rights throughout the world in patentable and non-patentable inventions, discoveries and improvements, processes and know-how, copyrights and the like discovered or created by the consultant in the course of or as a result of the discharge of its obligations hereunder and/or (as the case may be) based whether directly or indirectly on any item of information required to be kept confidential under these conditions shall vest in and be the absolute property of the consultant.
14. Interest
Any sums due from the client to the consultant which are not paid on the due date (without prejudice to the rights of the consultant under this agreement) shall bear interest from day to day at 4% over the base lending rate of (your banking provider).
15. Termination
The consultant may terminate this agreement with immediate effect by giving notice to the client upon the client’s failure to make punctual payments of all sums due to the consultant under the contract or another material breach by the client of any other obligations under the contract or any composition or arrangement with creditors or being a company the client’s liquidation.
In the event of the contract being terminated, the client shall immediately pay to the consultant all arrears and any other sums due under the contract without prejudice to any other right or remedy available to the consultant.
16. Secrecy
The consultant will not divulge or allow to be divulged to any person, any confidential information relating to the business or affairs of the client other than to persons approved by the client.
17. Law
The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales. Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
Last Updated: 01 May 2024