Formation of Contract: these terms and conditions (The Terms) contain the entire terms on which Steve Walker Global (SWG) will provide products and services (The Services) to the client (The Client). No alteration or variation will be binding on SWG unless agreed to and signed by an authorised Director.
The Proposal: The Services to be provided will be described in the proposal, quotation, and scope of work or response to request provided to the Client, (The Proposal) and agreed and documented before the commencement of assignment (The Assignment). SWG will have absolute discretion as to the means of executing the Assignment subject to clause 5 below.
Warranty: SWG will provide the Services with reasonable skill and care including Services provided by associates, sub-contractors or other third parties introduced to the assignment. All statements, reports, forecasts and recommendations are made in good faith on the basis of information supplied by the client and shall not be deemed to constitute or imply any express representation, guarantee, warranty or contractual condition, and shall not give rise to any liability for direct or consequential loss whatsoever.
Facilities: The Client agrees to provide SWG with all reasonable assistance and facilities required by SWG to meet the needs of the assignment. This will include office space, lockable storage (to which only SWG has access); telephone access and e-mail access whilst working at the client’s offices and other locations. The Client warranties that the facilities are inherently safe and secure.
Access to Information and Employees: The Client shall ensure that all written material, data, specifications and other information provided to SWG is true and accurate. The Client will endeavor to provide information, whether written or oral, and data in response to detailed requests from SWG, and recognises the importance of sharing key information. The Client will enable access to employees relevant to the assignment and the needs of SWG within the bounds of confidentiality and other issues as agreed between the parties. Where key employees are not made available to SWG the Client will endeavor to provide the required information from another source. SWG will notify the Client where in its opinion information is being withheld from SWG
Confidentiality: SWG will use all reasonable endeavors not to make any unauthorised disclosures to any third party of any confidential information provided to SWG by the Client. The Client equally warranties confidentiality towards SWG. SWG will consider specific confidentiality agreements as required by the Client and on the occasion that an authorised Director agrees and signs such agreement, the Confidentiality Agreement will replace this clause in respect of the Assignment. SWG undertakes to return to the Client any information received but reserves the right to maintain a copy of such information to support or evidence any conclusions or other evaluations included in its Report or other submissions to the Client.
Copyright etc.: All copy right and all intellectual property rights in relation to reports, models, specifications, designs, drawings and other documents provided as part of the Assignment insomuch as they have been prepared by or supplied to SWG in the execution of the Assignment are the property of SWG. No rights in this respect pass to the Client because of the Assignment; however SWG will not unreasonably refuse to pass on models and information in its ownership, but may charge for that, and will introduce the Client to providers of relevant models, software, publications or other beneficial products.
Timing: SWG will use all reasonable endeavors to complete the Assignment within the timescale agreed with the Client. However time is not the essence of the Service and SWG will not be liable in any way for not meeting the timetable unless specifically agreed by an authorised Director as part of the Proposal and providing that the Client meets all of its timetable commitments including but not limited to access to relevant employees; provision of information and facilities. SWG undertakes to advise the Client as soon as it is aware of any delays in the Client meeting its responsibilities and which will impact on the achievement of the timetable.
Insurances: SWG maintains Professional Indemnity insurance and ensures that at the commencement of the Assignment any subcontractor; associate or other party resourced by SWG is appropriately insured for the duration of the assignment.
Fees: The fees payable by the Client to SWG for providing the Services will be set out in the Proposal. These fees will normally be expressed as Day Rates applicable to a specific part of the Service or specific member of the SWG team. SWG will forecast the number of days at each rate that is expected to apply to an Assignment but does not warranty the forecast. SWG will keep the client informed of progress on a frequency to be agreed and will advise the client of revisions to such forecast and the reasons. Additional Services requested by the Client during an Assignment will be charged at the appropriate day rate. SWG will not undertake any work in excess of the originally agreed amount without prior authorisation by the Client SWG will consider fixed fee assignments under certain specific circumstances and subject to strict adherence by the client to the timetable and commitments to access. The fees will be invoiced in Pounds Sterling (£) unless otherwise agreed.
Expenses: In addition to Fees SWG will be reimbursed by the Client for all expenses and charges incurred in providing the Services, including all sums payable for travel and subsistence reasonably incurred and other specific items as notified to the client.
VAT: VAT shall (where applicable) be charged on any amounts due to SWG at the relevant rate ruling at the relevant time and place.
Payment: The Client will pay SWG in line with the schedule of payments agreed in the Proposal, or in the event of no schedule then 30 days from date of invoice. . SWG reserves the right to stop work in the event that the agreed payment terms are not adhered to by the Client.
Interest: If any payment due to SWG is not made on or before the due date, then SWG will be entitled without prejudice to its other rights, to charge interest at the rate of 0.4% per week or part thereof on the full outstanding balance from the due date.
Change and cancellation of Assignment: The Client shall not be entitled to change or cancel the Assignment for any reason without the agreement of an authorised Director of SWG.
Law: Any contract to which these terms and conditions apply shall be governed by the Laws of England.