1.0 The Parties
1.1 The Client is the party engaging Commercial Risk Management Limited to undertake the Services
1.2 Commercial Risk Management Limited is the party engaged to provide the Services
2.0 The Contract
2.1 The Contract shall comprise the Proposal Letter and these Terms and Conditions.
3.0 Definitions
3.1 Client’s Representative is the person authorized to issue instructions, approve time sheets, receive reports and information prepared by Commercial Risk Management Limited and to carry out all other duties on behalf of the Client in respect of this Contract.
3.2 Disbursements means any other reasonable costs incurred by Commercial Risk Management Limited in the course of carrying out the Services
3.3 Expenses means any costs reasonably incurred by Commercial Risk Management Limited in the course of providing the Services which will be charged to the Client as incurred with the addition of 7 ½ % for administration.
3.4 Fees means the agreed charges for the provision of the Services
3.5 Proposal Letter is the letter issued to the Client forming part of this Contract setting out the Services, the Fees and any other relevant matters.
3.6 The Services are those set out in the Proposal Letter and all activities that might reasonably be inferred.
4.0 The Obligations of the Parties
4.1 Commercial Risk Management Limited will carry out the Services in a professional and competent manner as would be expected of a consultancy business holding itself out to provide professional services of the type envisaged by this Contract.
4.2 Commercial Risk Management Limited will maintain appropriate insurances necessary for the carrying out of the Services envisaged by this Contract and such insurances will be available for inspection upon request.
4.3 Commercial Risk Management Limited will provide personnel appropriately qualified and experienced in carrying out the type of services envisaged by this Contract.
4.4 The Client undertakes to Commercial Risk Management Limited to make payments in respect of all Services provided under this Contract and any expenses, disbursements and other costs in accordance with the payment terms.
4.5 The Client will fully cooperate with Commercial Risk Management Limited by making documents, information and personnel available to enable it to perform the Services expeditiously; failure to do so may incur additional charges.
4.6 The Client and Commercial Risk Management Limited will act in good faith and not do or omit to do anything that would compromise the position of the other.
4.7 While working in any office, premises, site or other location owned or controlled by the Client, any employee or representative of Commercial Risk Management Limited will comply with and be subject to the Client’s Health and Safety Policy Statement.
4.8 The Client shall not make any direct approaches to Commercial Risk Management Limited personnel with offers of employment, freelance engagements or any other arrangements for the provision of services. In breach of this provision the Client will compensate Commercial Risk Management Limited with a lump sum of 15% of any salary and benefits package, or commission of 25% on any other remuneration arrangements.
5.0 Payment Terms
5.1 Invoices will be presented at the end of the month in which the Services, or partial Services where the Contract runs for more than one month, are provided
5.2 Where more than one invoice is issued under a Contract each one shall be payable on its own merits and no delay in payment or abatement of any kind will be permissible due to any queries or dispute on any other invoice or associated matter
5.3 The Client will make payment of the invoiced amount within 30 days of the date of the invoice
5.4 The Client will make payment to the bank account detailed on Commercial Risk Management Limited’s invoice
5.5 Commercial Risk Management Limited reserves the right to charge interest at the rate of 6% above the prevailing Bank of England base lending rate for any sums paid late
5.6 Commercial Risk Management Limited reserves the right to charge a minimum of 2 ½ hours at the appropriate fee rate for attendance at the Client’s premises.
6.0 Termination
6.1 Neither party may terminate this Contract without appropriate commercial grounds
6.2 Neither party will terminate this Contract unreasonably or vexatiously
6.3 Either party may terminate this Contract by giving to the other not less than two weeks notice in writing to the registered office
7.0 Ownership of Documents and Intellectual Property Rights
7.1 All original documents, in whatever media they have been prepared, which have been provided to Commercial Risk Management Limited to enable it to provide the Services will remain the property of the Client
7.2 Intellectual Property Rights in all documents, in whatever media they have been prepared, produced by Commercial Risk Management Limited in the course of the provision of the Services will remain vested in Commercial Risk Management Limited
7.3 Any documents provided by the Client will be managed in accordance with the Commercial Risk Management Limited Document Management Policy current at the time a copy of which is available upon request.
8.0 Third Party Rights
8.1 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall be excluded and shall not apply to this Contract.
9.0 Complaints Handling Procedure
9.1 In the first instance any complaint against Commercial Risk Management Limited should be referred to one of the Directors for resolution by open honest discussion.
9.2 In the event that a complaint cannot be resolved by discussion then the redress mechanism will be by reference to CEDR Solve.
10.0 Governing Law
10.1 This Contract shall be construed in accordance with English Law
10.2 Both Parties submit to the non-exclusive jurisdiction of the courts of England and Wales
