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Consulting Services 1. Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff will provide consulting Services to the Customer relating to Security services, Sia Acs , ISO 9001, ISO 14001, OHSAS 18001, Nasdu, Safe contractor, Chas, Construction line, SMAS, SEDEX, Achilles, Internal Audit services, Marketing Consultancy, Online Trainings , Continuous Professional Development for security guards or any other agreed consultancy services work. The specific nature of the Services to be provided by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff will be as specified in the Quotation (“the Services”). Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff will make available to the Customer all knowledge, information and expertise in its possession in performing the Services. If the Customer wishes Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff to perform any Services other than those specified in the Quotation (including without limitation to provide any additional functionality) or to provide further or other Products or Services, then Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff shall be entitled to quote the Customer separately for the provision of those Services or the provision of those Products. If the Customer accepts that Quotation, then the provisions of this Agreement will apply to the provision of those additional Services and Products. 2. Unless otherwise agreed in writing by both parties, the term of this Agreement will commence upon the date the customer’s valid purchase order/ Payment is received in to the sia consultancy solution Ltd account. 3. Unless specifically stated as a fixed price quote, any cost estimates that are or have been given by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff are estimates only. Actual time spent, Products supplied and any other fees such as disbursements etc will be used as the basis for billing. Acceptance 4. Any instructions received by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff from the Customer for the supply of consultancy Services/Products and/or the Customer’s acceptance of Services/Products supplied by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff shall constitute acceptance of the terms and conditions contained herein. 5. Where more than one Customer has entered into this Agreement, the Customers shall be jointly and severally liable for all payments of the rates/invoice. 6. Upon acceptance of these terms of business by the Customer the terms and conditions contained therein are irrevocable and can only be amended with written consent by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff 7. The Customer shall give Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff not less than 14 days prior written notice of any proposed or actual change of ownership or Customer’s Company name and change of director ship. This also includes Company address, contact numbers, shares, business practice and any pending order or judgements. The Customer shall be liable for any losses incurred by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff for non compliance to this clause. Products / Consultancy Services 8. Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff may also supply the Customer with Products/ consultancy services (as ordered by Customer and agreed by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff from time to time. In the context of this Agreement, “Products” means any materials (e.g. psychometric tests, Gap analysis , Business Plan , QMS documents, Policies , Samples , Templates ) required and provided to the Customer by or on behalf of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff pursuant to this Agreement. Reporting, Meetings and Training 9. The Customer shall make its employee (specified in the Quotation or such other person as the Customer shall nominate in writing) be available to meet with Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff when reasonably required by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff for the purposes of discussing the status of the consultancy Services. Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff will meet regularly with the Customer Contact (by remote communication facility if necessary) and report to the Customer on the status of the consultancy Services. 10. If the Customer or Customer’s employee cancels attendance to a meeting that has been pre-arranged within 24 hours, Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff is entitled to charge a cancellation fee of an hour’s work. If the Customer cancels attendance to a set training day/ Internal Audit / Meeting that has been pre-arranged within 24 hours, Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff is entitled to charge a cancellation fee of 100%. If a Customer cancels attendance to a set training day/ Internal Audit / Meeting that has been pre-arranged within 1 week, Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff is entitled to charge a cancellation fee of 50%. Consulting Rates, and Other Expenses 11. Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff will provide Business Consultancy Services to the Customer and will be entitled to charge the Customer for such Consultancy Services at the rates specified in the Quotation. 12. Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff shall be entitled to provide the Business Consultancy Services remotely from its own premises and will not be required to attend the Customer’s premises. If Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff is required to attend the Customer’s premises for any reason pursuant to this Quotation, the Customer will reimburse Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff for reasonable transport and/or accommodation expenses incurred by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff in doing so. However, this does not include transport or accommodation expenses where the Customer’s premises are located within 30 miles of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff regional office: Luton, UK or few visits/ agreed visit are in quotation and agreement. This clause is not applicable if visits are agreed in Quotations. 13. The Customer indemnifies Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff against any loss or damage arising directly or indirectly from undertaking any processes and procedures as implemented by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff incorrectly, or as advised. 14. The Customer will pay Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff for the cost of any Products together with Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff own charge that it levies for handling and/or obtaining any relevant materials.
Payment of Invoices 15. The Company shall invoice the Client on the basis set out in agreement. The Client shall pay all invoice in full (Advance) without any set-off or deduction. If Agreed / specified in agreement, The Client shall pay all valid and properly submitted invoices not later than 14 days after they are received.
16. If the Client does not pay any invoice by the due date for payment the Company may, suspend provision of the Services until payment in full including any interest is received; and/or charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.
· 17. For Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff by placing your order you agree that we may start your project immediately upon our accepting your order. This means that you are not entitled to a refund if you change your mind after we have started work on your project.
· Confidentiality 18. Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff will not disclose to any third party or use other than for the purposes of this Agreement any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this Agreement which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the Products, Services, process or business strategies offered or employed by the Customer. This obligation of confidence will cease to apply in relation to information that Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff of its obligations of confidence under this Quotation. Intellectual Property 19. Unless otherwise agreed in writing by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff , the copyright and all other rights relating to any documentation, whether electronic or hard copy, provided to the Customer by or on behalf of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff pursuant to this Agreement (the “Intellectual Property”) will remain the property of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff or where applicable its licensees. 20. Upon payment in full for the Services provided by or on behalf of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff pursuant to this Agreement, Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff grants the Customer a non-exclusive and non-transferable perpetual licence to use the Intellectual Property for the Customer’s own business purposes, and in the case of the third party property, will obtain a sub-licence in favour of the Customer in similar terms. 21. Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff also grants the Customer the right to copy the Intellectual Property for the purposes of staff and subcontractor education and system backups. However, the Customer must not copy any of the Intellectual Property for any other purposes like provide these documents to other security companies to copy.
22. The Customer must not de-compile, disassemble, decrypt, extract or otherwise reverse engineer Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff products or services without prior written consent. 23. The Customer must hold any documentation and other materials provided to the Customer by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff confidential. The Customer must not disclose any of those materials to any third party without Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff prior written consent. The Customer must also take all reasonable steps within its power to protect the Intellectual Property of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff . Liability
a) To the extent permitted by the law, Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff expressly excludes all conditions and warranties whether express or implied. b) Notwithstanding any other provision in this Agreement, in no event will Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff be liable to any party including the Customer for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data, or other economic advantage), however it arises, whether for breach of this Agreement or in tort, and even if Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff has been previously advised of the possibility of such damage. Further, liability for such damages shall be excluded, even if inclusive remedies provided hereunder fail their essential purpose. The Customer will indemnify Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff and keep it indemnified from and against any claims by any third party for or in respect of such damages. 25. Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff is a Service-based consulting firm and is fully eligible to be compensated against its, time, experience advisory, Consulting and services. Any amount earned in its scope of services is not refundable unless expressly declared. 26. The Customer is solely responsible for the proper backup and protection of all its software and data, as well as the implementation and maintenance of that software or data. Assistance and Facilities 27. The Customer will provide Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff with all reasonable assistance and facilities free of charge (including without limitation of the Means of Access and the other Items referred to in the Quotation, office facilities, and liaison with the necessary officers and employees of the Customer) in order to permit Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff to efficiently provide the Services.
No Poaching 28. The Customer undertakes to Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff that it will not for a period of two years from the termination of this Agreement entice away or endeavour to entice away from Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff any employee of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff The Customer acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff Quotation Non-exclusive 29. The Customer acknowledges that Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff is providing Services to the Customer on a non-exclusive basis and that Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff may provide Services of the same or a similar nature as the Services to any other party. Termination a) By either party by giving the other party thirty (30) days notice in writing to that effect; b) Immediately by Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff by notice in writing if the Customer fails to remedy a breach of this Agreement (including any provision as to payment) within thirty (30) days of receipt of a notice from Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff of such breach requiring it to do so; or c) By either party immediately by notice in writing if the other party takes any corporate action or other steps are taken or legal proceedings are started (and are not withdrawn, discontinued or struck out within thirty days) for its winding up, liquidation or dissolution (other than for the purposes of reconstruction) or the appointment of an administrator, receiver, receiver and manager, official manager, Liquidator, provisional Liquidator, trustee or similar office of it or of any or all of its revenues and assets (“Insolvency Event”), and such Insolvency Event remains in existence in respect of such party as the time of service of the Notice. 31. On termination of this Agreement however occurring, all moneys unpaid by the Customer pursuant to this Agreement will immediately become due and payable. If such moneys remain unpaid for a period of thirty days, then (without prejudice to any other rights that Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff may have for breach of this Agreement or otherwise) Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff will be entitled to retake possession of the Products and to disable any software provided pursuant to this Agreement). 32. The Customer’s obligations (including any obligations to indemnify) under clauses 11, 18 to 23 inclusive (Intellectual Property), 24 (High Risk Activities), 25 to 27 inclusive (Liability), Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff and obligations under clause 18 (Confidentiality) shall survive the termination of this Agreement for whatever reason.
General 34. The Customer may not assign any of its obligations under this Agreement without the prior written consent of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff However Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff may arrange for subcontractors to perform any of Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff obligations under this Agreement. 35. Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff will not be liable to the Customer or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff give the Customer prompt notice thereof. In no event will this provision affect Customer’s obligation to make payments to Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff under this Agreement except in respect of Services that are unable to be performed by sia consultancy until they can be performed. a) Any wrong information provided by client to get certification for sia acs, iso 9001 , safe contractor, chas, Construction line, Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff will not be liable. By singing the agreement with sia consultancy you are in agreement that all information provided to sia consultancy is accurate and up to date. Company Sia consultancy is not liable for any wrong information provided to third party by customer. 36. A failure, delay, relaxation or indulgence by either Party in exercising any right, power or privilege conferred on the Party by this Agreement shall not operate as a waiver of the power or right. A single or partial exercise of any right, power or privilege hereunder does not preclude the further exercise of the same right or the exercise of any other right hereunder. A waiver of a breach does not operate as a waiver of any other breach. 37. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, then; a) Where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and b) In any case the offending provision must be severed from this Agreement the remainder of this Agreement shall continue in full force and effect unless such reading down or severance affects the basic nature of this Agreement. 38. Should Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff issue draft documents for final changes and approval it has the right under this agreement to the following; from the date that draft documents are issued the Customer has 30 days to submit any revisions required. Should the Customer fail to do so, final documents will be issued and invoiced accordingly
39 Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff may licence or subcontract all or any part of its rights and obligations without the Customer’s consent. 40 Sia Consultancy Solution Ltd T/A Business Consultancy Group T/A Stat a security Company T/A Vett Your Staff may record all calls in order to establish facts that can be used when dealing with any consultancy situation and to ensure that standards that are achieved in the advice given or need to be achieved by training 41. This Agreement shall be governed by and must be construed in accordance with the laws of the United Kingdom and the Customer irrevocably submits to the non-exclusive jurisdiction of the courts of that country. |