Basis of proposal and project terms
A successful project relies on both parties and it is important that all necessary information for the timely completion of the scope of work defined in a proposal/estimate is accurately supplied to the Consultant by the Client in the format requested.
Project timings and/or a detailed schedule will be provided by the Consultant where appropriate.
The Client guarantees the accuracy, completeness and reliability of all documentation and information supplied to the Consultant and indemnifies the Consultant against any claims that arises as a result of use of this documentation and information. The Client understands that inaccurate, illegal or incomplete information may cause time delays and may also result in additional work which will be quoted and charged extra.
The Client will respond promptly to all stages of work as they are presented and provide accurate feedback and precise and timely decisions. Inaccurate feedback or retrospective decisions may impact on the integrity of the project, the Consultant’s ability to complete the project and result in additional costs and increased timeframes. Delayed decisions may also impact on the integrity of the project, the Consultant’s ability to complete the project and result in additional costs and increased timeframes.
Any dates defined within a schedule or by any other means shall only be regarded as fixed deadlines where this has been agreed in writing with the Consultant prior to commencement of the supply of the specific services the schedule refers to.
Extension or compression of timings/schedule will be deemed to be a change to the scope of this proposal/estimate and therefore additional fees may be quoted at the Consultant’s discretion.
The Consultant will not accept any liability for failure to complete the project within projected timeframes if changing events prevent the project being completed accordingly. In this event the Consultant will highlight any concerns as soon as is practical.
Fees have been calculated based on the Consultant’s best assessment of the scope of the project based on the information supplied to the Consultant by the Client. Changes and/or additional project requirements which manifest through discussions and/or meetings during the duration of the project or become evident as the project progresses due to inaccurate information supplied by the Client may be quoted additionally at the Consultant’s discretion.
The parameters of work covered by this proposal is restricted to the items detailed in the narrative for each stage and excludes third party costs other than those specified. The Client is to act as Principal in Contracts with Third Parties where defined within a proposal.
Accuracy of all materials submitted for onward processing rests with the client and on approval of any works presented by the Consultant for approval, responsibility passes to the client.
Terms and conditions of business
1. Contract
A Contract shall be formed between the Consultant and the Client. A proposal/estimate constitutes an offer by the Consultant to supply the Services detailed in a proposal/estimate to the Client.
A Contract will be deemed to have come into force once a proposal/estimate has been approved (in the form of an e-mail, voicemail or other digital communication) by the Client. If the Consultant has not received specific acceptance of the proposal/estimate, the Contract shall be deemed to have come into force as soon as the Consultant commences supply of the Services on the Client’s behalf following their request to do so.
The initial Contract will cover any subsequent changes or extensions to a proposal/estimate or programme of work, or any agreement to extend an initial, limited time assignment.
Any proposal/estimate given by the Consultant is valid for a period of 20 business days from the date of issue.
2. Scope of the project
The scope of the project (the Services) will be as set out in a proposal. The Client acknowledges that they have not relied on any presentation, discussion or statement, made or given by the Consultant that are not included within the Services and that they do not form part of the Contract and do not have any contractual force.
If the scope of the project changes or increases, or there is a compression or extension of timeframes, or changes and/or additional project requirements which manifest through discussions and/or meetings, the Consultant reserves the right to quote and charge extra. Changes of scope are limited to those defined within the narrative where applicable and additional work will be quoted extra.
The Consultant undertakes to carry out the scope of the project as set out in a proposal with reasonable skill and care and in accordance with all applicable laws and regulations. No guarantees are implied or offered in relation to achievement of retailer listings and/or achievement of sales figures or the success of a business venture, project or product.
The role of the Consultant in all projects will be Consultancy and the Client will act as Principal in any Contracts with Third Parties unless detailed to the contrary within a specific proposal.
3. Right to curtail
The Consultant reserves the right to immediately curtail the project and refund fees which have been paid (on the same basis as defined with 6 (ii)), if it is evident that the project scope has increased, or time-frames have become extended, and the client and consultant are unable to agree on an appropriate adjustment of fees. If the project is curtailed on this basis, then all responsibilities of the consultant under the contract will be cancelled immediately.
4. Payment terms
Please refer to the Investment pages within a proposal.
If the Client fails to make payment within the times specified then, without prejudice to any other right or remedy available, the Consultant shall be entitled to charge the Client interest on the unpaid amount. This interest shall be at a rate of 1 per cent per annum above Barclays Bank Plc base rate, as varied from time-to-time, until full payment is made. In extreme cases of delayed payment, the Consultant reserves the right to put a project on hold until such time as an account is brought up-to-date. All fees to be paid in Sterling without deduction of exchange commissions or taxes.
5. Expenses
The Consultant will recharge all expenses relating to disbursements, travel, subsistence, basic overnight accommodation at cost. Car mileage will be recharged at 0.45p/mile.
6. Postponement or Cancellation
In the event of a postponement or cancellation of a project which has already been commissioned, then the following terms shall be applied:
i) Postponement & pause
Postponement and pause are both subject to one month notice in advance unless specifically varied within a proposal.
The Consultant will charge uncharged time logged on the project if applicable and will pass on, at cost, any Third Party charges which it has been necessary to pay and expenses incurred.
Due to project phasing and resource commitment, fees for work in progress at the time of postponement may exceed those paid to date and the Consultant will provide time summary records to support any additional fees claimed if applicable. Conversely, if a refund is due of fees paid in advance, these will be refunded less any deductions for work in progress, any Third Party charges it has been necessary to pay and expenses incurred, up to and including the notice period.
There will normally be no additional charge for loss of fee, assuming a project is re-booked and takes place within 3 months of the original planned dates. If a project is not re-booked within 3 months, it will be deemed to have been cancelled. If the project is curtailed on this basis, then all responsibilities of the consultant under the contract will be cancelled immediately.
ii) Cancellation
Cancellation is subject to one month notice in advance, unless specifically varied within a proposal and in circumstances where the project is curtailed on this basis, then all responsibilities of the consultant under the contract will be cancelled at the end of the notice period, or earlier if payment is received before the end of the notice period.
For advisory or mentoring contracts, the Consultant reserves the right to levy an additional charge of 50% of the previous months fee for each month where more than one month of income is lost due to the cancellation.
For part-completed projects, the Consultant will charge time logged up to and including the end of the notice period and will pass on, at cost, any external charges which it has been necessary to pay and expenses incurred, up to and including the notice period.
Due to project phasing and resource commitment, fees for work in progress at the time of cancellation may exceed those paid to date and the Consultant will provide time summary records to support any additional fees claimed if applicable. Conversely, if a refund is due of fees paid in advance, these will be refunded less any deductions for work in progress, any charges it has been necessary to pay and expenses incurred, up to and including the notice period.
7. Fulfilment of Terms
The Consultant shall use all reasonable endeavours to achieve the dates and times as detailed within proposals and subsequent correspondence and the Consultant shall, where practicable, notify the Client if and when it is reasonably apparent that a delay may be incurred.
The Consultant shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of their obligations under the Contract, if the delay or failure was due to any cause beyond the Consultant’s reasonable control or by the failure of the Client to comply with key dates and information supply as defined within the proposal/estimate and subsequent correspondence. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Consultant’s reasonable control: i. act of God, explosion, flood, tempest, fire or accident; ii. war or threat of war, sabotage, insurrection, civil disturbance or requisition; iii. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; iv. import or export regulations or embargoes; v. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Consultant or a third party); vi. difficulties in obtaining raw materials, labour, fuel, parts or machinery; vii. power failure or breakdown in machinery.
Where part of the Consultant’s activity relates to identifying and securing a manufacturing or production partner, the Consultant will not be deemed to have failed to deliver the commissioned Services if this proves to be problematic, in which case the Consultant will charge all project fees less those specifically related to securing a manufacturing or production partner.
8. Approval
Whilst the Consultant will endeavour to ensure the accuracy of all materials submitted for onward processing, ultimate approval rests with the client and on approval of any works presented by the Consultant for approval, responsibility passes to the client. And approval means either verbally by the Client with the Consultant confirming that approval has been given or in writing (in the form of a letter or e-mail) by the Client.
9. Complaint
The Client must notify the Consultant in writing of any complaint relating to the Services (or part thereof) with precise details of the reason within five business days of the reason for the complaint arising.
Notification of complaint does not remove the Client’s obligation to pay any non-related outstanding invoices without delay or deduction of fees or to defer or refuse a payment for work In progress or to offset sums due against other work covered by a separate proposal.
Any complaint will be carefully considered by the Consultant and may result in an offer to rectify the reason for complaint at no additional charge to the Client. If this remedy is deemed unsatisfactory, then the Consultant will seek to reach agreement on a refund of appropriate fees or termination of the contract in which case the Cancellation clause will apply. If the project is curtailed on this basis, then all responsibilities of the consultant under the contract will be cancelled immediately.
10. Indemnifying the Consultant
The Client shall indemnify and keep indemnified the Consultant against all proceedings, costs, claims, expenses and liabilities whatsoever which may arise wholly or in part in consequence of any communication with, use by or demonstration to third parties of any goods or services of the Client, which the Consultant may in accordance with the proposals give, loan or share with third parties. In these circumstances the Consultant will be acting in their capacity as Consultant for the Client.
The above indemnity shall only apply to the extent that the Consultant acts in accordance with the scope of the project with reasonable skill and care and in accordance with all applicable laws and regulations.
11. Consequential loss
The Consultant shall have no liability to the Client for any consequential loss of the Client arising out of or in connection with the provision of any goods or services pursuant to the Contract.
And for the purposes of this clause, liability means any liability arising by reason of any representation, or any breach of any implied term or any duty at common law, or under any statute, or under any express term of the Contract.
And loss means, in relation to the Client, any loss (whether loss of profit or otherwise), damages, costs or other compensation and any legal or other expenses which is or are awarded against or incurred by or paid or agreed to be paid in settlement of any claim by the Client, however the same may arise and whether occasioned by negligence of the Consultant, its employees or agents or otherwise.
12. Confidentiality
The Consultant will keep all information exchanged in any form with the Client confidential at all times and a Non-disclosure Agreement (NDA) has been exchanged covering all work on this project. The Consultant will ensure that NDA’s are exchanged before discussion with third party suppliers as applicable.
The Consultant expects all Clients to respect the Consultant’s confidentiality and not to use any intellectual property exchanged in any form (including any content within this proposal) without the written agreement of the Consultant.
13. Copyright
All intellectual property will remain the property of the Consultant (including research and strategy, forward looking information, trends analysis, retail audits, product concepts and specifications, ideation and innovation activity (the Works).
This extends to intellectual property exchanged or presented in any written form, information exchanged verbally during meetings (formal or informal) or by any communication means. If it subsequently transpires that the Client has used this intellectual property to their advantage without the payment of appropriate fees, the Consultant will levy a charge accordingly. Note that failure to pay all fees defined within this proposal/estimate or use of any exchanged material or information without payment of the appropriate fees will contravene International Copyright Law and the Consultant will seek to recover all legal costs incurred in pursuant of recovery of appropriate fees and compensation for breach of copyright as determined by court of law.
14. Retention of copyright and title to goods
Where applicable, the scope of the activity is restricted to one product design concept unless specified otherwise. Additional fees will be chargeable if the Client chooses to utilise more than one product design concept unless specified otherwise and these fees will be subject to agreement between the Consultant and the Client. Further, the Consultant will retain copyright of all product concepts presented to the Client by way of speculative or introductory activity (or as part of a project presentation) for which no fees are paid and these may be re-used by the Consultant at their discretion.
15. Assignment
All intellectual property and goods supplied under this contract will remain the property of the Consultant until all project fees and any third-party obligations contracted by the Consultant on a client’s behalf are paid for in full at which point the Consultant will grant an exclusive licence to use without time or geographical limitation.
16. Promotional use
The Consultant reserves the right to use all Works created by them for promotional purposes in perpetuity without restriction.
17. Internet
The Parties (the Consultant and the Client) may communicate by electronic mail or other forms of electronic communication. The Parties recognise the risks associated with digital communication including misinterpretation, delays, interception and viruses. Neither Party shall hold the other liable for any damage incurred by the use of digital communication.
18. Professional Indemnity Insurance
The Consultant has £1,000,000 of Professional Indemnity cover and £2,000,000 of Public & Products Liability cover.
19. Law
This contract shall be governed by English Law.
E & OE.
Updated April 2023.