It is the intention of Jantzen Consulting Ltd trading as TheNub (“we”, “us” or “our”) to engage with you, the customer, (“you”) and set clear objectives with a solution that we both agree is likely to yield the best results. As part of the planning process we will list key conditions that both parties need to adhere to for the intent of this agreement to be achieved. Below are our further terms and conditions under which we provide our services (“Services”).
These terms and conditions (“agreement”) shall govern and be incorporated into each Fee Advice or contract for Services by us and shall be deemed accepted upon the earlier of executing and returning the Fee Advice to us or receiving any part of the Services. No other terms or conditions shall apply unless expressly agreed to in writing by us.
The scope of Services that we agree to provide you and our remuneration (“Fee”) for those Services are set out in our Fee Advice.
The Services supplied under this agreement shall be supplied for the period specified in the Fee Advice, unless this agreement is terminated in accordance with clause 9.
Should the client be successful in gaining external recognition (such as an award) for the growth delivered with Jantzen Consulting then following authorisation by the client Jantzen Consulting will have the right to use such recognition within their marketing material.
No change to the Services shall be valid until agreed to by us, however from time to time and without notice, we may change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the Fee for the Services.
In consideration of the provision of the Services by us, you shall pay the Fee in accordance with the terms set out in the Fee Advice or as set out in an invoice issued by us (the latter shall prevail).
Work will not be undertaken without authorisation.
You shall reimburse to us all out of pocket expenses and disbursements incurred by us in connection with the delivery of the Services, at cost (or at agreed rates of travel) and without mark up. We may submit interim invoices in respect of out of pocket expenses and disbursements supported by appropriate proof of expense. International travel will be charged at 50% of the agreed day rate for each leg of the journey.
Unless agreed otherwise, we will invoice you on a monthly basis and invoices are to be paid in full within 30 days of the invoice date. We reserve the right to suspend work if payment is not paid by the date required and charge a reasonable interest on overdue monies.
Jantzen Consulting will be flexible, however repeated last minute movement of dates will result in cancelation terms being invoked in line with the schedule below. In addition to this, any reasonable out of pocket expenses already incurred will be charged.
2 – 7 days – 25%
Less than 48 hours – 50%
Less than 24 hours – 100%
Postponement within 48 hours of the planned service delivery will be treated as a cancellation and charged in line with clause 4.5. Any postponement more than 48 hours in advance will be treated as a cancellation, and be charged in line with clause 4.5, unless scheduled delivery service can be rescheduled on an agreed date within 60 days.
You shall co-operate with us in all matters relating to the Services and provide, in a timely manner, such data, information (in accurate form) and access to premises as we may require and you must ensure that any work submitted to you for approval is satisfactory and acceptable.
We shall not be liable for any delay in the provision of Services which is due in part or whole to any act or omission by you.
Conflicts of interest and confidentiality
Although we may engage with others whose interests conflict with yours, we will not discuss with any client the work being undertaken for others. Subject to any legal obligation of disclosure, we agree to use reasonable endeavours to keep secret all confidential information relating to your business learned by us in the course of our providing services to you.
In order to ensure that we can confidently work together, you agree that you will not approach any of our third party subcontractors or staff (that are not already known to you) offering them any form of work or inducement to provide services to any person other than through Jantzen Consulting for a period of two years following the end of the contract between us. We also agree not to make approaches to your staff or otherwise encourage them to join Jantzen Consulting for that same period. We do not guarantee to provide any particular personnel to provide services to you or to maintain continuity of personnel.
You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature (“Confidential Information”) and have been disclosed to you by us and any other confidential information concerning our business or products which you may obtain, however you may disclose such information to your employees, advisers, agents or subcontractors who need to know such information for the purposes of carrying out your obligations under this agreement; or as may be as may be required by law, court order or any governmental or regulatory authority.
Proposals, presentations, reports, documents, materials, computer models, ideas, strategies, operating systems and plans (“Materials and Systems”) provided by us are only to be used by you pursuant to the Services and in accordance with any terms set out by us for individual projects or assignments and you agree not to supply, distribute or make available the Materials and Systems to any third party.
All intellectual property rights (including but not limited to patents, inventions, models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in Confidential Information and all other rights in the Materials and Systems) are owned by us and we license all such rights to you free of charge and on a non-exclusive basis to such extent as is necessary to enable you to make reasonable use of the Materials and systems.
Limitation of liability
Nothing in this agreement limits or excludes liability for death or personal injury resulting from negligence, or for any damage or liability incurred as a result of fraud or fraudulent misrepresentation, or for any matter which it would be unlawful to exclude liability for.
Subject to clause 8.1 we shall not be liable for any: (i) loss of profits; or (ii) loss of business; or (iii) depletion of goodwill and/or similar losses; or (iv) loss of anticipated savings; or (v) loss of goods; or (vi) loss of contract; or (vii) loss of use; or (viii) loss of corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses incurred as a result of any breach of this agreement by us, including any deliberate personal repudiatory breach; and our total liability in connection with the Services is limited to the Fees paid for those Services.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, hereby mutually excluded.
Either party may terminate this agreement for any reason on giving 30 days written notice.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate this agreement without liability to the other, immediately on giving notice to the other if:
(i) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(ii) the other party commits a material breach of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
(iii) the other party repeatedly breaches any of the terms of this agreement;
(iv) the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due.
9.3 On termination of this agreement for any reason:
(i) You shall immediately pay to us all of our outstanding unpaid invoices and invoices due for the period up to the date of termination for Services supplied; and
(ii) The accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination; and
(iii) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
We will endeavour to perform all work in accordance with your requirements, but the time for performance of our work shall not be of the essence of the contract. Where delays are caused by war, strikes, industrial action short of a strike, lock out, accidents, fire, blockage, import or export embargo, ice obstruction, natural catastrophe or other obstacles over which we have no control, the time for performance shall automatically be extended for a corresponding period.
You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of us in connection with the Services.
A waiver (or partial waiver) of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy.
If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected.
You shall not, without the prior written consent of us, assign or transfer all or any of your rights or obligations under this agreement.
Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties.
Any notice must be in writing.
A person who is not a party to this agreement shall not have any rights under or in connection with it.
This agreement is governed by the laws of England and Wales and supersedes any previous agreements relating to the Services.
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