TERMS OF ENGAGEMENT
This document sets out the terms on which we accept instructions and charge for our services. Our aim is to provide you with a professional HR service which meets your requirements in a cost-effective manner.
If you instruct us to act for you, and we accept those instructions, we will issue you with our Terms of Engagement. These Terms should be read in conjunction with our Letter of Engagement.
In these terms:
|“us/we/our/West HR”||means West Human Resources Consultancy Limited, a limited company registered in England and Wales under number 7955486. (Also includes our employees, agents, representatives and 3rd party suppliers)|
|“you/your”||means the client; the person/company (including their employees, agents or assigns), who purchases and/or receives the service(s) from us|
|“services”||means the services, including any goods and materials, detailed in the engagement letter to be supplied by us to you|
|“engagement letter”||means our letter or other communication to you setting out the basis on which we will work with you|
|“Agreement”||means the Agreement between us and you which shall be deemed to incorporate these Terms and the terms on any individual engagement letter|
3. Our Service
When you instruct us in a new matter we will acknowledge your instructions and set out the services which we will provide. This acknowledgement (our “Letter of Engagement”) should be read in conjunction with these Terms of Engagement and together they constitute our “Agreement”. If there is any inconsistency between the Letter of Engagement and these conditions, the letter will take precedence.
The Agreement will commence on the date you confirm the details of work contained in our Letter of Engagement.
4. Authority to Give Instructions
Unless we are acting for you personally you should tell us at the outset who is authorised to give us instructions. Unless we are advised to the contrary, we will assume that we are authorised to accept instructions from any person whom we reasonably believe to have authority to give instructions to us.
We will and can act on instructions given orally, or via electronic communication.
5. Our responsibilities
We will provide the services in accordance with your instructions. Unless otherwise specified in your instructions, all times, dates and prices are estimates only and may vary as a result of, without limit, the level of changes requested by you.
6. Roles and Responsibilities for Your Work
You are responsible for:
- Ensuring any information you provide is complete and accurate
- Ensuring we have any required access to your premises and suitable space and facilities in which we can deliver the services at the dates and times agreed
- Being on time to any planned meetings or events
- Making any payments due to us in a timely manner
We are responsible for delivering the services with all reasonable skill and care, and in full compliance of relevant established professional standards.
Any training courses attended are intended to give an overview. They are not intended to be a definitive or comprehensive guide, or act as a substitute for taking proper legal advice. We suggest that delegates take professional legal advice in relation to their precise requirements and we do not accept any responsibility whatsoever if they do not. We do not recommend that any delegates give legal advice and we do not take any responsibility if they do so.
West HR is not a firm of solicitors and therefore is not regulated by the Solicitors Regulation Authority. Use of our services does not create a solicitor-client relationship.
7. Access and Communication
We are contactable on working days between 09.00 and 17.00.
All telephone calls will be responded to as soon as possible and usually on the same day the call is received. All other correspondence will be responded to within 48 hours of receipt unless it is not practicable to do so. All communication will be via electronic means unless you specifically request otherwise.
Our fees and charges will be calculated on the basis set out in our Letter of Engagement or as otherwise agreed with you.
Unless otherwise stated our fees excludes any 3rd party costs or the costs of materials which are not yet known but will form part of the Services, which if applicable will be agreed separately. 3rd party costs may include without limit; training materials, room hire, printing, postage and carriage.
We will maintain a record of the time spent on your matter.
Unless we agree otherwise, our charges are calculated by reference to the time spent on a matter. Time is charged in units of 15 minutes. Routine phone calls, emails and letters are recorded as a single unit and all other work is recorded in units of 5 minutes.
Our rates are chargeable as follows:
|Rate per 15 minute unit||£21.25|
|Rate per hour||£85.00|
|Rate per full day capped at||£575.00|
Travelling and waiting time is charged at half the normal time, ie £10.62 per unit.
Our charge rates are subject to review on an annual basis. If our charge rates are varied, we will notify you of the changes in writing and confirm the date the rates will take effect from.
Expenses will be charged in addition to the price for the Services and may include, without limitation, mileage at HM Revenue and Customs then current rates and hotel expenses charged at cost. All expenses will be agreed prior to being incurred.
All sums due will be subject to any applicable UK taxation, including where relevant, VAT.
For the avoidance of doubt, unless otherwise provided in our Letter of Engagement, and except as otherwise provided herein, you shall pay any additional charges which are incurred as a result of:
- additional work required or requested, including without limit, additional meetings, reviews, reports or any changes requested by you which are outside the scope of this Agreement; and/or,
- delays caused by you or your 3rd party suppliers or matters otherwise outside our reasonable control.
Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified herein.
9. Billing and Payment
Payment for the Services will be required within 14 days of the date of our invoice. Where the Services requested are lengthy or complex or involve managing 3rd party costs on your behalf we reserve the right to request a deposit or stage payments and if applicable will be detailed on our Letter of Engagement. It is our standard practice to bill all outstanding fees on a regular basis throughout an assignment. This will usually be monthly unless otherwise agreed with you.
Payment can be made by cash, cheque or direct bank transfer. Where payment is made by cheque the cheque should be made payable to West Human Resources Consultancy Ltd. Bank details for direct bank transfers can be made available on request.
Our invoices must be paid without any deduction or withholding on account of taxes or other charges.
Where we have submitted work requiring your comment/approval prior to completion you are requested to respond within 30 days. After this time, if you have not contacted us, we reserve the right to invoice you for the full amount quoted.
If an invoice or part thereof remains outstanding after 14 days from the date of delivery, we reserve the right to charge interest and/or suspend work on all matters on which we are advising you and/or terminate our retainer. In addition, all our invoices will become immediately due and payable.
Any queries relating to an invoice must be received within 7 days from the date of the invoice. Until a query is resolved you remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.
If payment is in arrears, late payment charges will be levied on a daily basis at 8% above the then current Bank of England base-lending rate. We reserve the right to levy additional charges for late payment, including an administration fee of £40 for each notice of late payment we issue to you and will take all action required to recover any sums outstanding.
Invoices overdue by more than 90 days will be passed to our solicitors for recovery plus any related costs and expenses.
10. Electronic Communication
Our preferred method of communication is email. Unless you specifically request otherwise, we will correspond by means of electronic mail. Both parties agree to accept the risks of using electronic mail, including but not limited to the risks of viruses and unauthorised access.
We each agree to us reasonable procedures to check for commonly known viruses in information sent and received electronically, but we recognise that such procedures cannot be a guarantee that transmissions will be virus free.
11. Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.
Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.
We will comply with the relevant Data Protection laws in storing and processing any personal information you provide to us.
12. Intellectual Property
You will have the full right and licence to use copies of materials we create for you for the particular purpose for which they were prepared. However, all copyright and other intellectual property rights in all documents, reports, written or electronic advice or other material provided by us to you remains with us. If you wish to use copies of these materials for purposes other than those for which they were prepared, you will require our written permission.
13. Papers, Documents and Electronic Communication
You agree that we may store documents and papers electronically.
It is important that you keep all documents that relate in any way to the matter in respect of which you have instructed us. This also includes but is not limited to electronic data such as emails.
At the conclusion of a matter we are entitled to retain all your papers and documents while there is money owing to us for our charges and expenses.
14. Termination of Instructions
You may terminate your instructions in writing to us at any time.
Consultancy Services may be cancelled on receipt of 30 days notice. Where you give less than 30 days notice you will be liable to pay us, in addition to the fees for all work undertaken and for all expenses incurred up to the date of termination, a payment of 50% of any fees that would have been due in the next 30 days had the instructions not been cancelled or where no timescales have been specified, 50% of the remaining instructions value.
Training Courses may be cancelled as follows;
- If you are able to give more than 30 days notice of cancellation you will have no liability to us.
- If you give us between 14 and 30 days notice of cancellation you will be liable to pay to us a charge of 50% of the value of the training to cover our administrative and other costs.
- If you give us less than 14 days notice of cancellation you will be liable to us to pay the full value of the training.
We reserve the right to vary or cancel a course where the occasion necessitates. Our liability in these circumstances shall be limited to refunding any fees already paid in respect of the course.
A request to reschedule a course will be treated as a request to cancel the course and rebook under a new Order.
All cancellation requests must be received and agreed in writing by us. The date on which the letter or email is received by us will be deemed as the date the request has been made.
For the avoidance of doubt this clause applies to all orders, even in circumstances where Agreement signature takes place within 30 days of the proposed start date for the Services.
15. Data Protection
For delivery of our services, you are the data controller and we are the data processor.
Subject matter of processing
The subject matter of the processing under this contract will or may be employment related personal data of those employed and or engaged in a work-related capacity by the controller, candidates for jobs at the controller, ex-employees or workers or self-employed individuals.
Employment related data includes the data set out in the controller’s Register of Employment Related Data.
Duration of processing
The data will be processed and/or erased in accordance with the controller’s instruction. The processor will unless instructed otherwise will cease processing any personal data and erase such data after a period of 6 years after which they may be destroyed without further notice.
Nature and purpose of the processing
The nature and purpose of the processing is for the controller to receive support and advice from the processor in relation to employment-based matters, including general HR related, to assist with legal compliance and good practice in the area of employment.
The processing will be limited to such matters with processing being conducted electronically and by hard copy information.
The categories of data subjects and type of personal data
The categories of data subjects will include those recorded on the controller’s Register of Employment Related Data, candidates for jobs or work, employees, workers, apprentices, volunteers, self employed individuals, and ex employees or workers or apprentices, or self employed individuals or volunteers and any individuals seeking to bring claims or bringing claims against the controller.
The type of personal data will be the type of personal data as set out in the controller’s Register of Employment Data, and will include where appropriate names, addresses, email addresses, contact details, phone numbers, personal details (such as date of birth, national insurance number, next of kin, emergency contacts, nationality and the right to work in UK), criminal records, bank account details, pay details, data relating to the contract (including terms and conditions), working hours, timekeeping records, attendance and sickness absence records, periods of statutory leave (such as maternity, adoption, parental, paternity, shared parental leave), statutory entitlements, pay details, pension details, benefits, training records, qualifications, appraisal and or assessments and or performance review information or other performance management information, skills and experience, work history (including work history with others as may be detailed on CVs or application forms), references, disciplinary and grievances, records of concern, disability, health and or medical records, health and safety records, equal opportunity related information, any relevant information relating to the use of company equipment/resources, or the performance of the role or the planning or organisation of work, or any relevant details or data needed to deal with any employment based legal claims.
Obligations of processor
The Processor will:.
- Only process personal data on the documented instructions of the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State Law to which the processor is subject. In such a case the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
- Ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
- Take all measures required to implement appropriate technical, and organisational measures to ensure a level of security appropriate to the risk to such data, including where appropriate; the use of pseudonymisation/encryption of personal data; the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services; the ability to restore the availability and access to personal data in a timely manner in the event of a physical, or technical incident; a process for regularly testing, assessing, and evaluation ,the effectiveness of technical and organisational measures for ensuring the security of the processing.
- Not engage a sub processor without prior specific or general written authorisation from the controller. Where the processor does engage a sub processor the processor will place on the sub processor the same obligations that are placed upon the processor by this contract.
- Shall assist the controller insofar as it is possible in the controller fulfilling its obligation to respond to requests for exercising the data subject’s rights.
- Assist the controller in ensuring compliance with data protection legislation around the security of personal data taking into account the nature of processing and the information available to the processor.
- At the choice of the controller, delete or return all the personal data to the controller after the end of the provision of the services relating to processing, and deletes existing copes unless the law requires storage of the personal data.
- Make available to the controller all the information necessary to demonstrate compliance with our obligations as a processor and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.
Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims.
To the fullest extent permissible in law and except as expressly provided herein, We will not be liable by reason of breach of contract, negligence or otherwise for any loss of any kind occasioned to any person acting, omitting to act or refraining from acting in reliance on course materials, presentation of a course, information, advice or recommendations supplied as part of the Services, whether in writing or verbally, or for any loss incurred as a result of our failure to ensure that any form or document generated from the Services is appropriate and complete in all respects for the purpose to which the form or document is to be used.
Notwithstanding the above and save in the case of death or personal injury cause caused by negligence for which the liability of the parties shall be unlimited, the parties liability under this Agreement shall be limited to the fees charged or £1000 whichever is the lesser.
17. Force Majeure
If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
This Agreement represents the entire Agreement between the parties in respect of the Services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.
If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.
These Terms shall remain in force until altered in writing and signed by both parties.
The failure by us at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.
You may not assign this Agreement or any rights or obligations under it without our prior written consent.
Unless otherwise agreed and subject to the application of the then current prices, these Terms of Business shall apply to any future instructions given by you to us.
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
19. Legal status
The relationship between us shall be that of principal and independent self-employed contractor and not in any way that of employer and employee. This Agreement is non-exclusive, either party being free to engage in any business of its choosing with any establishment of its selection. Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.
20. Applicable Law
Our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.
21. Acceptance of Terms
As confirmation that you would like us to proceed on the above basis and that you accept our terms of engagement, please sign and date a copy of this document and return it to us. This will mean that we have entered into an agreement as to fees which will be fixed and your rights to challenge the terms and charging rate will be restricted.
If you do not return the copy of these terms of engagement countersigned within 5 days but we do proceed with the matter you will be deemed to have accepted our terms and conditions as if you had countersigned and returned a copy of these terms of engagement, pending an express written termination of our instructions or our declining to act further.
If you are unclear about anything in the terms of engagement please do not hesitate to contact us.
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