UK Trusted Adviser is a Limited Company No: 6957314. Web Site by: AGLG Internet
Terms of Business
1. Definitions and Interpretation
1.1
In these terms and conditions (the “Terms”) the following words and phrases shall have the following meanings unless the
context requires otherwise:
1.2
“Agreement” means UKTA’s contract with you incorporating these Terms, [the Property Services Agreement], the Letter of
Appointment to which they are attached and any agreement entered into by you with UKTA for the supply of Services;
1.3
“Client” means any person, corporate entity or firm whom accepts this Agreement and to whom UKTA agrees to provide the
Services to;
1.4
“Letter of Appointment” means the letter sent to the Client by UKTA attaching orthese Terms;
1.5
“Property Services Agreement” means the agreement entered into with UKTA by the Client for the provision of services in
relation to property owned by the Client;
1.6
“Services” means the services defined in [the Property Services Agreement] the Letter of Appointment and any
subsequent services that UKTA agree to provide to the Client in accordance with these Terms;
1.7
“Service Fee” means the fee charged by UKTA to the Client for the provision of the Services;
1.8
“Supplier” means a third party which UKTA, acting as the Client’s agent and not as principal, have engaged to carry out
Services on behalf of the Client;
1.9
“UKTA” means UK Trusted Adviser Limited a company incorporated in England and Wales under company number
06957314 and whose registered office is at 27 City Business Centre, Hyde Street, Winchester SO23 7TA;
2
Services
2.1
These Terms, the Letter of Appointment, the [Property Services Agreement] and any agreement entered into for the supply
of Services by UKTA to the Client set out the whole agreement between the Client and UKTA for the supply of Services.
Please check that the details in the Terms the Letter of Appointment [and the Property Services Agreement] are complete
and accurate before you commit yourself to the Agreement.
2.2
UKTA will provide the Services to the Client on condition that all Client requests are for lawful and moral services.
2.3
Except where Services are to be provided by UKTA, UKTA will liaise with Suppliers in procuring the Services to be
provided to the Client. UKTA will communicate with Suppliers on a Client’s behalf unless UKTA considers it more
appropriate in the circumstances for the Client to contact the Supplier directly, in which case UKTA will advise the Client
accordingly.
2.4
UKTA shall inform the Client from time to time of the type and nature of requests with which UKTA is accustomed to or
capable of dealing but shall not be liable to the Client in the event that a request made of UKTA is not capable of fulfilment
by UKTA.
2.5
Acting reasonably at all times, UKTA reserves the right to:
2.5.1
refuse to provide any Service requested; and/or
2.5.2
withdraw the continuation of any Service; provided that UKTA informs the Client of any refusal or withdrawal as soon as
reasonably practicable.
2.6
The terms and conditions governing the provision of certain services, for example, property searching, event organisation
or sourcing of staff members for Clients, may be supplemented by additional agreements which will be sent to the Client
upon request of such services. The provision of such services will not commence until UKTA receives such agreement duly
signed by the Client.
2.7
Unless otherwise agreed by a Supplier, a Client shall not be entitled to cancel any Service requested where, on a Client’s
instructions, performance has already begun.
3
Payment
3.1
UKTA shall issue monthly invoices in respect of the Service Fee to the Client (the “Invoice”). Invoices must be paid by the
Client within [30] days of their date (or such other period as is agreed in writing between UKTA and the Client).
3.2
UKTA may use its absolute discretion to deduct from an Invoice any fees, commissions or payments that UKTA receive
from a Supplier in respect of the Services provided to the Client.
3.3
Clients shall pay Invoices in full without any discount, deduction, set-off or abatement unless agreed otherwise in writing
between UKLA and the Client in accordance with clause 3.2.
3.4
If the Client fails to make payment of such Invoices on the due date then, without limiting any other right or remedy
available to UKTA, UKTA may:
3.4.1
suspend all Services;
3.4.2
charge a late payment penalty of [ ] of the total sums charged should payments not be received by UKTA within [ ] days
after the due date billed.
3.5
Time shall be of the essence in relation to payment.
3.6
All quotations given and charges mentioned will be exclusive of VAT unless otherwise mentioned.
3.7
UKTA may charge a 3% handling fee in respect of payments of the Service Fee made by credit card.
3.8
If the Client should request that UKTA use the Client’s credit card and /or other credit facilities for the purpose of rendering
Services, the Client shall, promptly and upon request, provide written confirmation of it’s authorisation (in such form as
UKTA shall request) for UKTA to use any such credit facility. The Client acknowledges and agrees that UKTA shall have no
liability or be responsible in any way whatsoever in respect of the use of the Client’s credit card and /or other credit card
facilities provided that UKTA acts in accordance with the instructions issued by the Client in relation thereto.
4
Cancellation by UKTA
4.1
UKTA reserves the absolute right to cease to supply the Services to the Client and terminate the Agreement in its sole
discretion with immediate effect in the following circumstances:
4.1.1
where a Client commits a serious or repeated breach of the Agreement and the breach, if capable of remedy, is not
remedied within 7 days of receipt of a default notice;
4.1.2
if any part of the Service Fee remains unpaid [ ] days after its due date for payment;
4.1.3
if a Client provides UKTA with details which the Client knows to be false when applying for the Services and the false
declaration would have reasonably affected UKTA’s decision to provide the Services; or
4.1.4
the Client is using the Services for an unlawful or immoral purpose.
4.2
If UKTA terminates for any of the reasons in this clause, it reserves the right to retain a proportion of the money paid under
this Agreement to cover any reasonable costs incurred, including legal expenses.
4.3
Where UKTA terminates the Agreement for any serious reason, other than those outlined in clause 4.1, it will give [ ] days’
notice of termination to the Client.
5
Cancellation by the Client
5.1
The Client has a right to cancel any Services ordered within 7 days of entering into this Agreement except in cases where
the date for performance of the Services has begun.
5.2
Subject to clause 5.3, the Client shall be entitled to cancel the order for any or all Services on [ ] days written notice to
UKTA.
5.3
If the Client cancels an order in accordance with clause 5.2 UKTA shall be entitled to:
5.3.1
charge the Client for the Services UKTA have carried out for the Client up to the time UKTA have received notice of
cancellation at the rate mentioned in clause;
5.3.2
be entitled to recover from the Client any money paid by UKTA to a Supplier in relation to the Services the Client has
requested;
5.3.3
any money paid by UKTA for goods reasonably required in the procurement of the Services or the carrying out of UKTA’s
duties.
6
Limitation of Liability
6.1
Subject to clause 6.2, if either UKTA or the Client fails to comply with the terms of the Agreement, neither party shall be
responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence
of the failure to comply with the Agreement.
6.2
Neither UKTA nor the Client shall be responsible for losses that result from either party’s failure to comply with the
Agreement including, but not limited to, losses that fall into the following categories:
6.2.1
loss of income or revenue;
6.2.2
loss of business;
6.2.3
loss of anticipated savings;
6.2.4
loss of data; or
6.2.5
any waste of time.However, this clause 6.2 shall not prevent claims for foreseeable loss of, or damage to, the Client’s
physical property.
6.3
This clause does not include or limit in any way UKTA’s liability for:
6.3.1
death or personal injury caused by UKTA’s negligence; or
6.3.2
fraud or fraudulent misrepresentation; or
6.3.3
any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and
Services Act 1982; or
6.3.4
losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability.
6.4
UKTA shall not be liable or be deemed to be in breach of the Agreement by reason of any delay, or failure, in performing
any of UKTA’s obligations in relation to the Services if the delay or failure was for any cause beyond UKTA’s reasonable
control. UKTA will take reasonable steps to bring the cause to a close or to find a solution by which UKTA’s obligations
under the Agreement can be performed despite the cause.
6.5
Where UKTA engages a Supplier to procure Services for a Client, it will use reasonable care and skill in selecting and
engaging the Supplier.
6.6
Clients must rely on their own judgment and discretion in selecting and using the information, suggestions and Services
offered by a Supplier and in entering into any third party contracts with a Supplier.
6.7
Any goods or Services provided by a Supplier will be governed by the contract formed between the Client and Supplier.
UKTA will not be responsible for any goods or Services provided by a Supplier but will do everything it reasonably can to
assist Clients in any subsequent dealings with Suppliers.
6.8
Where UKTA supply the Client with any goods or Services supplied by a third party, UKTA does not give any warranty,
guarantee, representation or other terms as to the quality, fitness for purpose or otherwise of the goods or Services and the
Client shall be required to seek compensation for any loss or damage suffered from such third party direct.
7
Confidentiality
7.1
Save to the extent that disclosure might be required by law, UKTA shall keep confidential to the Client all information about
the Client and UKTA shall not disclose any information about the Client to any other party except to a Supplier to the extent
that such disclosure is necessary to enable the Supplier to perform the Services.
8
General
8.1
If the Client employs or offers to employ any employee who within the period of 6 months prior to the commencement of
employment or enticement away by a Client provided Services directly to the Client, UKTA shall be entitled to charge a fee
representing 25% (twenty five per centum) of the employee’s annual basic salary (as at the date of such commencement of
employment or offer or enticement away whichever is the later) plus VAT.
8.2
If UKTA fails, at any time while the Agreement is in force, to insist that the Client performs any its obligations under the
Agreement, or if UKTA do not exercise any of its rights or remedies under the Agreement, that will not mean that UKTA
have waived such rights or remedies and will not mean that UKTA do not have to comply with those obligations. If UKTA do
waive a default by the Client that will not mean that UKTA will automatically waive any subsequent default by the Client. No
waiver by UKTA of any terms of the Agreement shall be effective unless UKTA expressly say that it is a waiver and UKTA
tell the Client so in writing.
8.3
A person who is not party to the Agreement shall not have any rights under or in connection with it under the Contracts
(Rights of Third Parties) Act 1999.
8.4
If any provision of the Agreement is held by any court or competent authority to be invalid or unenforceable to any extent,
the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent
permitted by law.
8.5
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including
non-contractual disputes or claims), shall be governed by English law and UKTA and the Client both agree to the non-
exclusive jurisdiction of the English courts.
8.6
UKTA have the right to revise and amend the Agreement from time to time to reflect changes in market conditions affecting
our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements.
9
Acceptance
Please note that the issuance of instructions to UKTA, or request of Services from UKTA, by the Client constitutes
acceptance and agreement by the Client of the Agreement between the Client and UKTA.
