Standard terms and conditions
1.1 All prices indicated by Connor shall exclude VAT; VAT and/or any other similar taxes payable shall be added to the prices at the applicable rate at the moment at which they become due.
1.2 Unless otherwise indicated in the order confirmation, the prices shall include all costs incurred by Connor with respect to performance of the service, within the precise scope defined in the proposal as accepted by the Client.
1.3 Similarly, where the Client requests an amendment during performance of the assignment, including a reduction in the volume and/or scope of the services or an amendment to the delivery schedule and/or the quantity of deliverables, Connor shall be entitled to revise its initial fixed or per-unit price.
1.4 Where attendance at a training session, group workshop or meeting is deferred or cancelled, Connor must be notified of such cancellation as soon as possible in advance of the event. Upon receipt of such notice, Connor reserves the right to invoice for services at the following levels:
Cancellation charges for events / meetings are as follows:
- More than 5 Working Days prior to commencement of work = 0% of fee
- 2-5 Working Days prior to commencement of work = 50% of fee
- Less than 2 Working Days prior to commencement of work = 100% of fee
All preparatory work done and travel costs incurred at the time of cancellation will be charged in full.
Deferment charges are as follows:
If the event / meeting is deferred by the client to a date more than 3 months after the original agreed date, then the cancellation charges above will apply
If the event / meeting is deferred and re-arranged to a new date within 3 months of the original date then the following charges will apply:
- More than 5 Working Days prior to commencement of work = 0% of fee
- 2-5 Working Days prior to commencement of work = 25% of fee
- Less than 2 Working Days prior to commencement of work = 50% of fee
2.1 Fees shall be billed in accordance with a billing schedule as set out in the proposal.
2.2 Invoices shall be payable in full upon receipt, by bank transfer.
2.3 In the event that an invoice remains unpaid upon the contractual due date, the Client shall automatically be liable for late payment interest at a rate of 4% above the Bank of England base rate.
3. Service performance terms
3.1 The Client hereby acknowledges that Connor is capable of successfully performing the assignment entrusted to it and Connor undertakes to mobilise all the means and resources required to do so. The Client agrees to consider the replacement of a consultant during the course of the assignment as not constituting an obstacle to proper performance of the services and fulfilment of the contract. The replacement of a consultant, irrespective of the initiator of such replacement, must be performed in accordance with anti-discrimination laws and regulations.
3.2 Consultants of Connor and its subsidiaries shall remain under the full authority and legal responsibility of Connor. Under no circumstances may they be considered employees of the Client.
3.3 Each of the Parties undertakes to refrain, except by prior written agreement, from offering employment to an employee of the other Party who has worked on its premises or from employing the same in any status whatsoever. This renunciation shall be valid for twelve (12) months after the employee finishes working on the premises of the other Party. Should either of the Parties breach this agreement, it undertakes to compensate the other Party by paying compensation equal to any salary and benefits that the employee would have received during the six (6) months prior to his/her departure.
3.4 The assignment performance deadlines shall be agreed in writing with the Client, at the point at which the operations commence.
3.5 Notwithstanding the above, where it becomes impossible to perform the assignment or where the assignment is delayed due to circumstances beyond its control, Connor reserves the right to consult the Client in writing in order to ascertain how to proceed. In such cases, Connor cannot be held liable for failure to adhere to the schedule.
3.6 Where the Client agrees to amend the performance deadlines and the content of the assignment, Connor may be required to revise the terms and conditions of the order.
3.7 In general terms, any substantial modification to the assignment must be subject to a formal amendment, signed by both Parties, setting out the nature of the services, the new performance deadlines and the cost in particular.
3.8 All notifications issued from one Party to the other must be made in writing and delivered to the last known address. Notifications may be delivered in person, sent by fax (in which case they shall be considered to have been sent immediately), by post (in which case they shall be considered to have been sent 48 hours after the date stamp on the envelope), or by email (in which case they shall be considered to have been sent at the point of receipt of the acknowledgement).
4. Force majeure
4.1 Neither Party shall be liable for any damages incurred by the other Party due to failure to honour its contractual obligations as a result of a case of force majeure. The term "force majeure" shall cover all exceptional events or circumstances outside the control of the Parties, where such an event renders it impossible for the Parties to honour their obligations as agreed upon signature of the contract. Such events and circumstances shall include natural disaster, epidemic, fire, accident, war, rioting, civil disorder, act of terrorism, sabotage, lockout, act of government or order issued by a court or public authority, general strike, and specific strike within a company (including the Parties in particular) involved in performance of the contract.
4.2 The Parties hereby undertake to notify the other Party that such an event has occurred, as soon as possible after its occurrence, and to cooperate in full throughout the occurrence of such an event.
4.3 The Parties' obligations with respect to the contract shall be suspended for as long as the event or circumstance in question shall exist. However, where one of the Parties is definitively and irrevocably unable to honour its contractual obligations as a result of such an event or circumstance, or where such an event or circumstance lasts for more than sixty (60) days, the contract shall be terminated automatically and with immediate effect. In such cases, neither Party shall be liable to pay compensation to the other Party. The existence of this clause shall not alter the Client's obligation to settle invoices issued for services already delivered by Connor, up to the date upon which the contract is terminated.
5. Intellectual property
5.1 Use of the results of the assignment, as provided by Connor, shall be strictly limited to the group to which the Client belongs and to its consultants, and in connection with the Client's business only. The Client hereby undertakes to inform Connor prior to broader publication of any results (either in part or in whole) supplied by Connor, in order to gain Connor's authorisation to acknowledge it as the supplier of the work for publication. Connor's name must not be cited in relation to the assignment without its prior written consent.
5.2 The Client shall treat the proposal and price submitted by Connor as confidential information. The Client shall not use the proposal or quote for any purpose other than to consider the offer made by Connor. Where Connor expressly requests the return of the proposal and the quote, the Client shall undertake to return the same immediately. The Client shall be expressly forbidden from making any copies of the proposal or the quote without the written consent of Connor. Similarly, all proposals produced by Connor, where such proposals are not accepted by the Client or where Connor has not received payment in relation thereto, shall remain the property of Connor. The Client hereby undertakes not to disclose such proposals to third parties, or to use such proposals in order to obtain quotes from competitors.
5.3 All processes, methods and tools developed and used by Connor in its performance of the assignment shall remain its exclusive property. Under no circumstances may the Client claim any rights over such processes, methods and tools. All materials used to collect information, as well as all documents used during the course of performance of the assignment, shall also remain the property of Connor.
5.4 Connor shall be entitled to destroy these materials five years after completion of the assignment, without seeking the consent of the Client, except where forbidden to do so by a specific legal provision. During this period, Connor reserves the right to bill the Client with respect to any requests received for copies of the stored information.
5.5 Unless expressly forbidden to do so by the Client, Connor reserves the right to use the Client's name, brand(s) and logo(s) and/or any other distinctive sign for communication, promotion and reference purposes, and on any presentation material or written document, whether in physical or electronic format.
6. Non-disclosure - confidentiality
6.1 Connor shall and may have access to confidential information supplied by the Client (the "Confidential Information") with respect to the contract. The Confidential Information shall include confidential details of the Client's business activities, such as information about its customers, projects, suppliers and employees, as well as any other documents or information exchanged between the Parties with respect to the assignment and identified as confidential in nature. Any document or information concerning the Client's employees shall be considered confidential on an automatic basis, except for those documents included in the support pack for the Client's employees involved in the assignment; Connor hereby undertakes to treat such documents in accordance with current Data Protection and Privacy laws and regulations. The Confidential Information shall not include any information that enters the public domain through no fault or omission on the part of Connor, as well as any information obtained legally by Connor prior to its disclosure, and where the Client has given its express consent for the disclosure thereof.
6.2 Connor hereby undertakes to take all necessary measures to preserve the confidentiality of the Confidential Information throughout the term of the contract, and for a period of five (5) years following termination or expiry of the contract. Except where required by a law, regulation or court decision, Connor shall not disclose the Confidential Information to any third party, for any reason whatsoever. Connor shall take all necessary measures to ensure that the Confidential Information is disclosed or supplied only to those employees and agents who require knowledge thereof in order to perform the assignment. Connor shall be responsible for ensuring that its employees, agents, subcontractors and officials comply with the provisions of this article.
6.3 Upon expiry of the contract, for whatever reason, Connor shall i) return to the Client, at the Client's first request, all documents belonging to the Client and containing Confidential Information, or ii) destroy, at the Client's first request, all documents belonging to the Client and containing Confidential Information, and shall formally certify to the Client that it has not retained any copies thereof in any format whatsoever.
6.4 Where it is required to process personal data, Connor hereby undertakes to comply with the provisions of The Data Protection Act concerning data protection and privacy of individuals with respect to the processing of personal data. Connor hereby undertakes to take all necessary technical and organisational measures to ensure that such data is not processed illegally or in an unauthorised manner, accidentally lost or destroyed, or damaged, in accordance with current legislation.
6.5 The Client hereby undertakes to treat as confidential, and to desist from disclosing or using information or ideas supplied by Connor with respect to a tender process or briefing, or mentioned in documents supplied by Connor, in any format whatsoever, unless Connor has been formally appointed to perform the assignment.
6.6 The Client hereby undertakes to treat as strictly confidential, and to ensure that others treat as strictly confidential, all information, documents, methods, software and other elements belonging to Connor and of which it may have become aware during performance of the assignment.
7. Civil and professional liability
7.1 Connor shall be liable for all damages incurred as a result of its activity, and in particular for all direct personal injuries and material and immaterial damages that may be caused by one of its agents during performance of the assignment as covered by this contract, where such damages are attributable to Connor. The company hereby confirms that it is covered by a Public & Products Liability Insurance policy, and that said policy covers its liability, up to £1 million, to third parties with respect to performance of this contract in particular.
7.2 The Client hereby recognises that the price quoted for performance of the assignment has been established through common agreement on this basis. Where the Client demands additional protection or coverage, it shall be billed for the additional cost pertaining thereto.
8. Nullity of a clause – article titles
8.1 Where one of the clauses of these General Terms and Conditions of Sale is declared null or cancelled, this shall not have the effect of cancelling the other clauses herein. The titles of the articles in these General Terms and Conditions of Sale are provided for information purposes only and shall not have any legal or contractual basis with respect to interpretation of the provisions herein.