Investors in Excellence Limited Terms of Business v1.3 01/07/15

Investors in Excellence Limited Avon House, 435 Stratford Road, Solihull, West Midlands, B90 4AA t: 0121 746 3150 e: iie@investorsinexcellence.com w: www.investorsinexcellence.com. Registered office: Empress House, 43a Binley Road, Coventry, CV3 1HU. Registered number: 6253828. Copyright © 2015 Investors in Excellence Limited.

1. General Application

1.1 These terms and conditions (Terms) apply to all contracts between Investors in Excellence Limited and any person buying or receiving Services from

Investors in Excellence Limited from time to time (the Customer).

2. Definitions

2.1 In these Terms, the following words have the following meanings:

Agreement means the agreement between Investors in Excellence Limited and the Customer for Investors in Excellence Limited to provide Services to

the Customer incorporated in these Terms and any relevant Proposal or Booking.

Booking means Investors in Excellence Limited’s written acceptance (including in email form provided the same has been originated by someone with authority to bind Investors in Excellence Limited) of the Services requested by the Customer Booking from time to time.

Documents means all records, reports, documents, papers, memoranda, software, correspondence (including emails) and other materials whatsoever

and all Confidential Information originated, produced or made by, or on behalf of, Investors in Excellence Limited.

Fee means the fee for the Services specified in the Proposal or Booking or otherwise agreed between the parties.

Proposal means Investors in Excellence Limited’s written standard form of proposal for the provision of services from time to time.

Services means the services to be provided to the Customer by Investors in Excellence Limited set out or referred to in the Proposal or Booking.

Third Party Materials means material in any form, the intellectual property rights subsisting in which are owned by or exclusively licensed to Investors in

Excellence Limited by a third party.

3. Services

3.1 Investors in Excellence Limited shall use its reasonable endeavours to deliver the Services and the Documents to the Customer on such dates as the Customer and Investors in Excellence Limited agree, but such dates shall be estimates only and time shall not be of the essence.

3.2 The Customer and Investors in Excellence Limited shall provide each other with clear and accurate information and co-operate fully with each other to the degree necessary to enable Investors in Excellence Limited to provide the Services and the Documents within the timescale agreed. In the absence of any agreed other timescale the maximum period for delivery of all of the Services will be 12 months from the date of the Booking. Any extension to the timescale must be agreed in writing otherwise the Fees set out in the Proposal or Booking will be due and payable in full and non-refundable.

3.3 Investors in Excellence Limited undertakes that the Services shall be provided with reasonable skill and care.

3.4 Where individuals to be involved in delivering the Services are named in the Proposal or advised verbally, Investors in Excellence Limited shall use reasonable endeavours to ensure that they are so involved. Investors in Excellence Limited may substitute those identified for others of equal or similar skills.

3.5 The Customer must advise Investors in Excellence Limited within 14 days of the Services being delivered of any dissatisfaction with the Services provided. Any complaint must be made in writing to Investors in Excellence Limited within 10 working days thereafter with sufficient detail and evidence of the same to enable Investors in Excellence Limited to be able to assess the complaint otherwise the Services will be deemed to be completed to the Customer’s satisfaction. Investors in Excellence Limited will try to deal with the Customer’s complaint as soon as practically possible. However, where the matter cannot be resolved within 5 working days, the Customer will be regularly informed by Investors in Excellence Limited about the progress of its investigation.

4. Payment

4.1 The Customer will pay the Fee to Investors in Excellence Limited at the times and in the manner outlined in this Agreement. Time for payment shall be of the essence and Investors in Excellence Limited may suspend or cancel its carrying out of the Services without liability if the Fee is not paid when due.

4.2 Unless otherwise stated the Fee is exclusive of VAT and all other taxes, duties and charges, and the Customer shall be liable for such VAT, taxes, duties or charges which will be payable by the Customer to Investors in Excellence Limited in addition to the fees.

4.3 Subject to Clause 4.4, the Customer must pay in full and cleared funds all amounts owing under this Agreement within 30 days of the date of the relevant Investors in Excellence Limited invoice or, where appropriate in accordance with the terms of the Proposal or Booking.

4.4 Interest: If any invoice is not paid by the due date interest will become due to Investors in Excellence Limited from the due date until payment is made at the then current rate set by the Late Payment of Commercial Debts (Interest) Act 1998.

4.5 All amounts owing under this Agreement will be invoiced by Investors in Excellence Limited and paid by the Customer in sterling (£) unless otherwise specifically agreed in writing in advance of the Services being delivered by Investors in Excellence Limited.

5. Confidential Information

5.1 In providing the Services, both Investors in Excellence Limited and the Customer shall take all reasonable measures and precautions to safeguard any confidential information and data in its possession concerning the affairs of the other and in any event such measures and precautions shall be no less stringent than operated from time to time by that party in respect of data concerning its own internal affairs.

5.2 On termination of this Agreement or demand by the disclosing party, all confidential information supplied to the recipient by or on behalf of the disclosing party is to be returned to the disclosing party or destroyed as directed by the disclosing party.

6. Intellectual Property

6.1 The Customer acknowledges that title to and all intellectual property rights in all existing Investors in Excellence Limited Documents will remain with Investors in Excellence Limited or with the Third Party who has licensed them to Investors in Excellence Limited.

6.2 The property and any copyright or any other intellectual property rights in the Documents generated or used by Investors in Excellence Limited in the course of the provision of the Services shall be and remain vested in Investors in Excellence Limited or the Third Party. Subject to Investors in Excellence Limited receiving the payment in full and cleared funds of all amounts owing under this Agreement, Investors in Excellence Limited grants the Customer the non-exclusive right to use the Documents and any Third Party Materials for the purposes of receiving the Services only and in particular for the application of the contents of the Documents to its own business.

6.3 The Customer shall not use the Documents or Third Party Materials for any other purpose without the prior written consent of Investors in Excellence

Limited and upon such terms as may be agreed by Investors in Excellence Limited. Investors in Excellence Limited shall not be liable for the use by any person of the Investors in Excellence Limited Documents, for any other purpose other than that for which the same were prepared by or on behalf of Investors in Excellence Limited.

Investors in Excellence Limited Terms of Business

Investors in Excellence Limited Avon House, 435 Stratford Road, Solihull, West Midlands, B90 4AA t: 0121 746 3150 e: iie@investorsinexcellence.com w: www.investorsinexcellence.com Registered office: Empress House, 43a Binley Road, Coventry, CV3 1HU. Registered number: 6253828 Copyright © 2015 Investors in Excellence Limited.

7. Limitation of Liability

7.1 Investors in Excellence Limited will not be liable either in contract, tort (including negligence) or otherwise for indirect loss, loss of profits, loss of business or anticipated savings, nor for any indirect or consequential loss or damage arising from a breach of this Agreement by Investors in Excellence Limited.

7.2 The liability of Investors in Excellence Limited for all claims in aggregate for any losses suffered by the Customer (except for those losses excluded under clause 7.1) for any cause of action will be limited to the extent permitted by law to the Fee paid to Investors in Excellence Limited under this agreement.

8. Term and termination

8.1 This Agreement will terminate in accordance with the term specified in the Proposal or Booking (unless the parties agree in writing to extend the term) or following conclusion of the Services unless this Agreement is terminated in accordance with clause 8.2.

8.2 Subject to clause 8.3 either party may terminate this Agreement by written notice to the other party if (a) in the reasonable opinion of the non-breaching party, the breaching party is in breach of its obligations under this Agreement and fails to remedy that breach within a reasonable period (stated in the notice) of being requested in writing by the non-breaching party to do so, or (b) an order is made or a resolution is passed for the winding-up of the other party, or an order is made for the appointment of an administrator or receiver or circumstances arise which entitle a court of competent jurisdiction to make any such order of the other party, or (c) Investors in Excellence Limited has reason to believe the Customer is suffering serious adverse financial circumstances (in which case Investors in Excellence Limited only will have the right to terminate).

8.3 The Customer must pay Investors in Excellence Limited for all Services rendered and expenses incurred up to the date of termination.

8.4 Clauses 4, 5, 6, 7, 9,11 and 12 of this Agreement survive the termination or expiration of this Agreement.

9. Cancellation

9.1 Notwithstanding clause 8 if the Customer decides it wants to cancel or postpone the Services early, other than in accordance with the required notice period, it agrees that it shall pay Investors in Excellence Limited by way of liquidated damages, 50% of the fees set out in the relevant proposal which would otherwise have been due for the period until the next earliest possible termination date (had it been terminated in accordance with the required contractual notice period).The parties agree that this is a genuine pre estimate of losses which would be suffered by Investors in Excellence Limited. Cancellation and/or postponement (Cancellation) of the Services, or any part of these, by the Customer, prior to these being provided, will only be effective if carried out in writing.

10. Data Protection

10.1 Each party shall ensure that it complies with its obligations under the Data Protection Act 1998 in relation to any personal data it supplies to the other party.

11. Assignment and subcontracting

11.1 A party may not assign or otherwise deal with their rights under this Agreement without the prior written consent of the other party, except that Investors in Excellence Limited may assign its rights or obligations to any associated company.

11.2 Investors in Excellence Limited may subcontract any part of the Services to any person it reasonably considers has the necessary levels of skills and knowledge to provide the Services to the required standard.

12 Non-solicitation

12.1 The Customer agrees that it will not solicit or entice away from Investors in Excellence Limited any personnel of Investors in Excellence Limited who it comes into contact with after entering into this agreement for a period of 12 months after the termination of the services contained in a Proposal or a Booking.

13. Notices

13.1 Notices under these Terms must be in English and in legible writing and must be delivered to the address specified for each party in the Proposal or as otherwise notified by that party.

14. Force Majeure

14.1 Neither party shall be liable to the other for any failure to perform or delay in performance of its obligations under this Agreement caused by act of God, war, civil disturbance, acts of terrorism, the act of any government or authority (including revocation of any licence or consent), fire, flooding, explosion, natural disasters, unavailability of key Investors in Excellence Limited personnel for any reason, or other events beyond its reasonable control.

15. Applicable Law

15.1 The laws of England apply to these Terms and the parties submit to the exclusive jurisdiction of the English Courts.

16. General

16.1 Any provision of these Terms which is or becomes illegal, void or unenforceable will be ineffective to the extent only of that illegality, voidness or unenforceability and will not invalidate the remaining provisions.

16.2 Nothing in these Terms is intended to give any enforceable rights to any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

16.3 This Agreement constitutes the entire agreement between the parties and all representations, express verbal or implied terms are deemed to be ineffective as between the parties to the fullest extent permissible by law unless reduced to writing and expressly incorporated into this Agreement. All statements whether written or oral, including descriptions, illustrations, or specifications concerning the Services made or given by Investors in Excellence Limited before entering into an Agreement whether in brochures, leaflets, publications proposals or otherwise are for the purposes of information and guidance only.

16.4 These Terms prevail over any terms and conditions of the Customer, unless expressly agreed to in writing by Investors in Excellence Limited and incorporated into this Agreement.

16.5 In these Terms ‘writing’ includes email and fax transmissions.

16.6 A quotation for Services or a written choice of a range of Services provided to the Customer by Investors in Excellence Limited does not constitute an offer and Investors in Excellence Limited reserves the right to withdraw or revise a quotation at any time prior to entering into an Agreement. A written selection of Services by the Customer will constitute an offer which Investors in Excellence Limited is not bound to accept.

16.7 The Customer agrees that it carries responsibility for all Health and Safety aspects of its own business and will indemnify and hold harmless Investors in Excellence Limited against any claims, damages, losses or expenses incurred by Investors in Excellence Limited or the Customer in relation to any health and safety matters either connected with the provision of the Services or connected with events taking place during the provision of the Services.

16.8 Should any term of these Terms and any term of the Proposal be inconsistent with each other the term contained in the Proposal shall prevail.


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