STANDARD CONDITIONS OF CONTRACT FOR CLIENTS AND 3RD PARTIES
“Agreement” means the agreement between the Company and the Client in relation to the services comprising the instructions and these Standard Conditions of Contract.
“The Company” means Pengelly Young Ltd a company incorporated in England and Wales under registration number9271615, the registered office of which is at 53 Belmont Drive, Pensby, Cheshire, CH61 4NA
“The Client” means Client Name, a company incorporated in England and Wales under registration number Client number, the Client Address.
“Day Rate” means the cost of a Company employee/consultant/associate for a period of 8 hours, normally 09.00 to 17.00 Monday to Friday (excluding Bank Holidays) but may include travelling time of up to 2 hours each way per day if travelling more than 100 miles each journey. Note: Where travelling time exceeds 2 hours per journey, any additional travelling time may be charged at the discretion of the Company to the Client at the quoted hourly rate. The Company will charge expenses when necessary, although this will be noted within the quotation to the Client. All expenses shall be subject to prior written approval of the Client and provision by the Company of documentary evidence in the form of third party invoices or receipts.
“Director” means a director of the Company.
- All quotations produced by the Company will be calculated at either a day or hourly rate for the services provided.
- Disbursement/Expenses may be additionally charged at current rates subject to prior written approval of the Client. On accepting this contract the company is accepting responsibility to pay all charges including travel, fuel, hotels and other expenses incurred, in each case where the Client has given prior written approval. By formally accepting our quotation you are entering into a binding contract and will be liable to pay for the full total project cost as described in our quotation and your Purchase Order (if supplied).
- All charges are subject to VAT at the prevailing rate.
- Unless otherwise agreed by the Director, a deposit equal to 25% of the agreed total contract charge shall be paid by the Client before any service commences. This is not relevant to work supplied under PY CAT’s service or for the PY “Pay as you Go” service
- CATs Service (Compliance & Admin Team support) is when the company and the client agrees a long term contract for services and a reduced day rate is agreed. All CATs services are charged plus VAT and expenses unless agreed by a Director of the company. All CATs services are subject to the companies standard 14 days payment terms as Paragraph 6 & 8. All CATs services can be terminated by either party as Paragraph 22, 23 & 24
- Unless otherwise agreed by a Director, where the contracted services exceed 4 weeks, the Company will submit invoices to the Client for payment normally the day after the services have been supplied, to be paid in full within the standard 14 days from the date of the Company’s invoice. Interest will be charged at 6% over base rate after 14 days until payment is received in full
- Unless otherwise agreed by a Director, all costs quoted are fixed for 30 days from the date of quotation. After a period of 30 days the Company reserves the right to re submit its quotation.
- Unless otherwise agreed by a Director, payment terms for all services provided by Pengelly Young are strictly a maximum of 14 days from the date of invoice. In respect of any invoice the company will endeavor to send the invoice electronically to all clients on the day the service was delivered. The obligation to pay the fees (and any value added tax and/or expenses) shall constitute the Client’s entire liability to the Company under the Agreement in relation to the services. Automatic reminders will be sent until the debt has been cleared and reconciled. The company reserves the right to remove cloud storage rights and access to files/documents on failure to pay within the 14 days terms agreed in this contract. 3rd parties used for any consultation will get paid upon receipt of an invoice paid in full by the client. In the unlikely event of a client payment going into dispute, the 3rd party will not get paid unitl the client pays in full. The company cannot be able liable for any outstanding payments to a 3rd party due to client dispute and/or cancellation of client contract/project
- Failure by the Client to make any payments as aforesaid shall entitle the Company to charge interest on the amount outstanding at 6% above base rate of the Bank of England
- Copyright to all documentation produced by the Company (PY) which is derived from material belonging to the to the Client from the time of its creation. Copyright to all other documentation produced by the Company either during the course of a contract or for Company use, is retained by the Company until such time as all payments have been received in full. Copyright will pass to the Client at this time. Except where expressly agreed otherwise, the Company shall ensure that the output and deliverables produced in the course of providing the services shall not include intellectual property rights which will remain vested with the Company or any third party. Each party agrees to execute all documents and do all acts as the other party may reasonably consider necessary to give effect to this clause. The party making the request under this clause shall reimburse the other party its reasonable expenses in connection with its execution of such documents subject to prior written approval of those expenses.
- The Company warrants that the services and any documentation produced by the Company as part of the services shall not infringe any third-party intellectual property rights. GDPR & Data Protection Act 2018 - The company does not withhold any personal data and/or client data, other than the documents compiled and provided by the company during a project. The company archives these templates for 12 months and then deletes them, although there is no specific, personal or corporate information within this data. Pengelly Young is an ICO registered company ICO number ZA306994
- The Company undertakes not to divulge any information relating to the Client or to the Client’s customers without the Client’s prior written consent. The Company shall not use information relating to the Client except to the extent necessary to perform the services. The Company shall indemnify the Client and hold the Client harmless from and against all losses, damages, claims costs and expenses (including legal fees) suffered or incurred by the Client as a result of the Company’s breach of its obligations in this clause. This clause 11 shall survive termination of the Agreement.
- The Company consents to the Client holding and processing data relating to those Company personnel involved in providing the services and/or any substitute which the Company appoints for legal, personnel, administrative and management purposes (“Company Personnel”) and in particular to the processing of any "sensitive personal data" as defined in the Data Protection Act 1998 including, as appropriate:
- information about the physical or mental health or condition of the Company Personnel and substitute in order to monitor sick leave and take decisions as to fitness for work;
- the racial or ethnic origin or religious or similar beliefs of the Company Personnel and substitute in order to monitor compliance with equal opportunities legislation; and
- information relating to any criminal proceedings in which the Company Personnel and substitute have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
- All services provided by the Company will be covered by adequate Public Liability Insurance and, where applicable, Professional Indemnity Insurance. Copies are available on request from a Director.
- Instructions to proceed from the Client or his representative with services as detailed within quotations will be accepted by the Company in writing by post, facsimile, or E-mail. The provision of these written instructions to proceed from the Client or his representative constitutes acceptance of the terms of the Agreement.The Agreement between the parties in relation to the services shall commence on the date of such acceptance and shall continue for the period specified in the instructions or until completion of the work (whichever is later).
- The Company shall perform its obligations for the duration of the Agreement with reasonable skill, care and diligence and in accordance with good industry practice.
- The Company will inform the Client as soon as is practical if: (a) the Company is unable to provide the services for whatever reason within the agreed timescale; or (b) it requires anything which it has not been provided with (including but not limited to information, equipment and services) which is necessary for the Company to provide the services.
- Where the Company is required to attend the Client’s premises, the Company shall comply with the Client’s policy regarding the conduct of personnel as notified to the Company from time to time.
- The Company will carry out the services within any period stipulated within the quotation or, if no period is stipulated within a reasonable time, but shall not be held responsible for any loss or damage arising out of delay due to any cause beyond the Company’s control. It is the clients responsibility to ensure adequate resources are supplied for us to complete any consultancy services. We therefore reserve the right to pause/stop a project when we receive little or no communication and/or response from the client (or any employees of the clients organisation) and continue with other client projects. We cannot be held responsible for an financial losses incurred for such delays.
- Without prejudice to the Client's statutory rights, the Company will pass to the Client the benefit of any guarantees the Company has received in respect of materials supplied by the Company and undertakes to repair or, if necessary, replace free of charge any materials or works found to be defective if the defect is due to faulty workmanship by the Company, his servants or agents and is brought to his attention within 12 months of the completion of the work, provided nevertheless that:
- The Company accepts no responsibility for any drawing, design or specification not prepared by or on behalf of the Company.
- The product(s) supplied are maintained in accordance with the Company's or manufacturer’s instructions.
- The company canot be held liable for any loss of profits, loss of revenue, loss of contracts or for indirect or consequential loss, during the project and/or after work has been completed, however the client may be held responsible for losses due to early termination of this agreement (see clause 22)
- The Client may terminate the Agreement for convenience at any time, for any reason or no reason, by written notice to the Company subject to (90 days’ notice CATs and 30 days for one-off projects). If the Agreement is terminated by the Client for convenience, subject to the foregoing the Client will compensate the Company for services rendered up to the date of termination. The client will also pay 50% of any remaining total obligation under the original agreement (accpeted quotation, received purchase order) for which the company will invoice in full (50%) on receipt of the termination and is payable within 14 days of receipt
- Either party may at any time terminate this Agreement with immediate effect and without prejudice to either party’s other rights and remedies if:
- the other party is in material breach of any of its obligations under this Agreement and where the breach is capable of remedy, fails to remedy the breach within 30 days of notice from the other party requiring remedy of the same; or
- the other party is unable to pay its debts, is bankrupt, insolvent, enters into liquidation, has a receiver appointer or has an administrative order served on it or if the party reasonably apprehends these circumstances are likely to occur.
- The other party fails to communicate and comply with actions requested by Pengelly Young during the project and the relationship becomes intangible and/or no communication from the customer is received within 30 days, therefore Pengelly Young will supply all documents and processes already completed under the agreement, allowing the customer to continue as they wish (Ref 21)
- This clause does not supercede clause 22. The client will remain liable for any balance outstanding on an agreed project. See 22
- On termination of this agreement for any reason, the Company shall immediately return to the Client all property belonging to the Client in the Company’s possession or control together with all work produced by the Company in the course of providing the services and any original or copy documents (whether in physical and electronic form) obtained by the Company in the course of providing the services. The Company also undertakes to irretrievably delete from any storage device in its possession or control any confidential information relating to the Client’s business, systems, software, primary clients and the services.
- A person who is not a party to this Agreement has no rights under the Contract (Rights of Third Parties) Act of 1999 to enforce any term of this Agreement.
- Neither party shall, without the prior written consent of the other (such consent not to be unreasonably withheld) make any announcement or public statement, or make any other form of public disclosure (including, without limitation, the issuing of any press release) relating to or concerning this agreement.
- The Company shall not be entitled to assign, transfer or sub-contract any of its rights and obligations under this Agreement without the Client’s prior written consent.
- This agreement together constitutes the entire agreement between the parties and may be amended only in writing executed by authorised representatives of both parties. You accept these conditions by formally confirming you wish to proceed with any quote you have been provided
- These Standard Conditions of Contract are to be interpreted in accordance with the laws of England and the courts of England shall have exclusive jurisdiction in relation to any disputes hereunder.
- The company provides Screening & Vetting services to BS7858 and undertakes assistance in general Human Resource roles. When providing these services payment terms are as Paragraph 6 & 8. The company reserves the right to use outsourced screening support when required, ensuring that the specific British Standards requirements are met, compliant and due diligence is maintained and recorded
- Sub-Contractors may be used by the company to facilitate client requirements. These sub-contractors (consultants) will be chosen based on the their industry knowledge and qualifications. Pengelly Young will not be held responsible for any damage, theft, finanical loss, loss of revenue and/or any other losses or litigation due to the negligence of any 3rd party working on behalf of the company.
- All sub-contractors will be paid only when the client pays the company in full for the services that have been provided. The company will not be held liable for any losses due to a client not paying any invoice. The company will do its utmost to collect all monies owed for work completed by the 3rd party, but cannot be held responisible for any lossess If the company refuses to pay an invoice and the invoice is disputed. If the client goes into administration, liquidation, cease trading and/or cannot pay the company invoice, the company will not be held liable to pay the 3rd party invoice or at least until the client can pay the invoice in full. Invoicing disputes may delay 3rd party payments and therefore the 3rd party will be paid on 14 days of reciept of the payment in full from the client. No other 3rd party terms and conditions can supercede these terms. By undertaking any work for Pengelly Work, you are accepting these conditions.
- Changes to agreed projects – the company reserves the right to charge the client for additional work which extends outside of the original quote and agreement. The company maintains all of its systems are compliant and if the client wishes to extend scopes, change the system(s) outside of the company’s original quote, add additional standards and/or anything else outside of the original quote then the company may charge the client accordingly abiding to the standard terms for payment and conditions within this agreement
Services Provided by Pengelly Young consist of, but not exhausted too: