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These
terms and conditions apply to consultancy services provided by tba Ltd (tba) as set out in the accompanying proposal or statement of work; and
any subsequent additions or changes, which are accepted in writing by
both parties.
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Acceptance
of the proposal, which will be deemed to include these terms and
conditions, will be by a letter of confirmation from the client.
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Onus
on the client to provide access to relevant information, personnel and
locations plus facilities for the tba consultants whilst employed on the
contract, are as detailed in the proposal and also as tba may reasonably
require in order to carry out the work.
Letters authorising tba to obtain relevant information relating
to the project from suppliers shall be provided when requested.
The successful and timely performance by tba of the work is
dependent on the client’s prompt performance of its obligations.
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tba undertake to treat confidentially any information regarding
telecommunication facilities and business activities of its client given
to tba as part of the agreed project which is not within the public
domain or already in the possession of tba at the date of this
agreement.
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Fees
and expenses are payable within 30 days of the date of invoice and are
subject to VAT where appropriate. Interest
on outstanding accounts is charged at 4% above the current bank rate
from the date of invoice to the date payment in made.
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tba
fees and remuneration are calculated by one of three methods – Fixed
Fee, Time and Materials or Savings Related.
The options applicable to this contract are specified in the
attached proposal. Additional detail on the options is given below:
6.1
Fixed Fee Basis.
This is a set fee, excluding travel and any other agreed costs,
negotiated for the project. The invoice will be rendered on submission of our report, or
on the basis of agreed staged payments.
6.2
Time and Materials.
This is a day rate based on a
working day of 8 hours inclusive of 1hour meal breaks.
Unless previously agreed with the client, additional hours will be
charged on a pro-rata basis. Fee
rates will be as quoted in the attached proposal and may be subject to
periodic review. Materials will
be charged at cost, but such charges may be
waived at consultant’s
discretion. Ineffective time
spent traveling from tba’s office on client business within a core time of
9am to 5pm will be included in day rate charges unless separately
negotiated. Invoices will
normally raised on a monthly basis.
6.3
Savings Related.
All charges for the audit and report, plus assistance with
implementing saving related recommendations, would be covered by a charge
based on a percentage of the value of the first years’ identified savings
These savings may include operational measures taken to reduce
telecommunication costs or result from efficiency improvements identified.
The percentage of savings payable will be as detailed in the proposal
and will apply for one year only.
The level of savings on which tba
remuneration will be calculated will be as stated in the report and be
payable by measurement against the current years level of expenditure at
time of report, unless modified by agreement in writing within one month
following submission of the report.
If any agreement on the level of savings cannot be achieved
within six of submission of the report tba shall have the right to
submit an invoice for all work carried out to that date, calculated on
tba’s current time and materials rates.
Where the client decides not to adopt certain recommendations
then these, and the reasons, should be notified by the client in writing
within one month of receipt of the report.
tba will remain entitled to the agreed percentage share of the
savings if the client subsequently implements recommendations within two
years of submission of the report.
tba reserves the right to access to information in order to
determine whether recommendations have been so implemented.
Invoices are normally raised as follows.
To protect against attempts to use the report without payment, an
invoice of one third of the total anticipated fees will be raised on
submission of the report. This
will be rebated against the final payment.
The final payment comprising the remaining balance becomes due at
completion of the project, when all agreed recommendations have been
implemented. An interim
payment may be agreed between tba and its client if there is an extended
implementation phase. Should,
because of delays on the part of the client, the level of savings
identified not be realized within six months of the submission of the
report, and then the balance of tba fees will become due.
6.4
Expenses.
In all cases the fees quoted do not
cover the cost of traveling. Accommodation and
other out of pocket expenses incurred in connection with the client’s
business. These costs are
therefore charged in addition to fees, receipts being provided where
appropriate. Car mileage rates
will be as detailed in the proposal.
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In any situation where an
introductory payment or commission may result, tba confirms that this
will not affect any decision to recommend a particular supplier and that
recommendations will always be made based on tba’s view of its clients
best interest
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Every effort will be made by tba
to carry out its contractual obligation to its client, but it will
liable for non-performance, in whole or part, for reasons beyond its
reasonable control.
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tba will notify the client
immediately of any event, which prevents or threatens the timely
performance of the work. Equally
the client will notify tba immediately of any circumstance that may
affect implementation.
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tba will use its reasonable
endeavors to complete the work on agreed dates.
However, tba will not be liable for the failure of third party
suppliers and telecommunication operators to complete their work on the
due dates. If tba incurs
additional costs due to the failure of other third parties to
satisfactorily complete their work the client agrees to indemnify tba
against any such additional costs if tba cannot make such claims
directly against the third parties.
In the latter case the full co-operation of the client in
pursuing the claim shall be provided. tba will exercise reasonable skill
and care in carrying out the work and in giving advice to the client but
shall not be responsible for the accuracy of advice based on information
supplied by the client or third parties.
Responsibility for decisions taken on the basis of the advice
given by tba shall remain with the client.
The client agrees that tba’s liability for damages will not
exceed the amount of the fees payable by the client under this Agreement.
Also tba shall have no liability in connection with this
Agreement, howsoever arising, for damages in respect of loss of profits
or contracts or for special indirect or consequential loss or damage or
anticipated savings. The limitations in this clause shall not apply to personal
injury, including death, caused by tba’s negligence.
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Significant variations affecting
either costs agreed or the requirements of the proposal will be
confirmed by both parties in writing.
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This agreement may be terminated
at any time by either party upon 24 hours notice in writing in the event
of the other party’s bankruptcy, liquidation, or insolvency.
In the above situations an invoice for all work undertaken up to
the date of termination will be presented, based upon tba standard day
rate.
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On completion of the contract, a
letter of acceptance will be sent by registered post from tba.
This must be signed and returned within a two-week period. Failure by the client to return the letter or notify tba of
any items that need resolution within this period will be taken as
confirmation of satisfaction.
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This Agreement shall be governed
by and in accordance with the Laws of England.
End
Issue 1
- 1/8/2002
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