|1 Any estimate for Catalyst’s charges and expenses for the assignments remains valid either for ninety days from the date of any proposal or unless agreed otherwise in writing.
2 Invoices for work done or services provided shall be submitted by Catalyst either once the work has been completed, monthly or at fixed stages whatever has been agreed. All invoices are payable together with value added tax within thirty days of the invoice date without the right of set-off or counterclaim statutory or otherwise, unless previously agreed in writing. Cancellation charges will be levied at a rate of 25% of fees for cancellation between 28 days and 14 days before the event, 50% between 13 and 7 days before and 100% for less than one week’s notice. Any expenses already incurred will also be chargeable.
3 If the client fails to make payment as required by these Terms of Business or if the Client shall go into liquidation or has a Receiver or Administrator appointed then Catalyst shall have the right to cancel this agreement and discontinue any work and all sums owing at that time shall become immediately payable as a debt to Catalyst.
4 Catalyst reserves the right at any time prior to completion of the Contract to adjust the price to take account of any increase in the cost of raw materials, labour, services or other overheads. Unless otherwise agreed in writing. Three months’ notice in writing of any change affecting the proposed estimate will be given.
5 All conclusions, recommendations, and forecasts in any proposal or agreement and any subsequent report, letter or communication, whether oral or written, are made in good faith and on the basis of the information available to Catalyst at the time, whether from the Client or information which is in the public domain, and the validity thereof will depend, amongst other factors, on the effective co-operation of the Client and the Client’s staff. Hence, no condition, warranty or representation, express or implied, is given as to the results or performance obtained or to be obtained from the service provided by Catalyst and the Client shall be responsible for the proper adaptation of Catalyst recommendations to the Client’s own circumstances. Catalyst cannot warrant that the work will be outside the scope of any patent or registered design,and will not be liable to the Client for any loss or claim which is not reasonably foreseeable on acceptance of the agreement.
6 Catalyst shall not be liable for any consequential or indirect loss suffered by the Client whether this loss arises from a breach of duty in contract or tort in any other way (including loss arising from Catalyst’s negligence).
7 Catalyst will use best endeavours to keep confidential for two years from the date of its communication all information supplied by the Client which is defined and designated as confidential in writing at the time of its supply and the enforcement of the Terms of Catalyst’s employment consultancy Contracts shall be deemed to be full and sufficient discharge of its duties in this connection. However, this confidentiality shall not extend to any information already existing in the public domain at the date of its disclosure.
|8 Reports submitted, materials provided, and advice given by Catalyst are for the use of the Client concerned only and are not to be reproduced or disclosed to third parties without prior consent confirmed in writing by Catalyst.
9 It is a condition of acceptance of any Contract that the Client will not recruit or employ either directly or indirectly either full or part-time any person who is employed by Catalyst upon or in connection with the execution of this Project without Catalyst’s prior consent in writing either during the execution of this Project or for a period of one year from the completion thereof.
10 Title to all industrial or intellectual property arising from the contract including know-how, patents and copyrights made directly or indirectly by officers or employees of Catalyst will belong to Catalyst unless otherwise assigned in the agreement.
11 For the avoidance of doubt, time shall not be of the essence in this Contract except in clauses 1 and 2, and Catalyst shall incur no liability to the Client in respect of any failure to complete the work or any part thereof by any date specified whether in the agreement or otherwise.
12 Work done, or services undertaken are subject to the above Terms and Conditions and all other conditions, warranties and representations, expressed or implied are hereby excluded, unless confirmed in writing by Catalyst.
13 This contract is governed in all respects by English Law and the Parties submit to the jurisdiction of the English Courts.
14 Any dispute arising out of or in connection with this contract which cannot be resolved between the Parties, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the UK. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England.
15 The parties hereby agree that if any part of these Conditions be found to be unreasonable, invalid or unlawful under any enactment or rule of law pertaining thereto the Arbitrator, Court or other competent Tribunal shall have the power to strike out, over-ride or amend that part and enforce these conditions as if the unreasonable, invalid or unlawful part or parts aforesaid had originally been written in their form as so varied.
16 Notice is hereby given of the particulars of ownership. Name of Business: Catalyst Consulting Ltd. Company Registration Number: 3102831. Address within Great Britain at which document may be effectively served in relation to the business is: Tavistock House South, Tavistock Square, London, WC1H 9LG.