Terms of Business
1.1 These Terms and Conditions shall apply to all contracts for the provision of the services detailed on the quotation, and any additional services (“the Services”), by Dice Matrix Consulting Ltd (“the Company”) to you (“the Client”).
1.2 All proposals made, quotations given, instructions accepted and contracts entered into by the Company with any person for the supply of the Services are subject to these Terms and Conditions to the exclusion of any other terms and conditions. Any changes or additions to the Services or these Terms and Conditions must be agreed in writing by the Company.
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.
2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3.1 Upon the Client’s written acceptance of the quotation and these Terms and Conditions, and in consideration of the Fees, the Client engages the Company to provide the Services to the Client and the Company agrees to provide the Services subject to these Terms and Conditions with reasonable care and skill (“the Contract”).
3.2 The quotation is open for acceptance for a period of 28 days only from the date shown overleaf unless expressly withdrawn by the Company at an earlier time.
3.3 Either the Company or the Client may cancel the order for any reason prior to the Client’s acceptance (or rejection) of the quotation.
3.4 If the Client wishes to vary any details of the Services it must notify the Company in writing as soon as possible. The Company shall endeavour to make any required changes and additional costs shall be invoiced to the Client.
3.5 If, due to circumstances beyond its control, the Company has to make any change to the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. The Company shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
4.1 The Client shall use its best and reasonable endeavours to, at its own expense, supply the Company with all necessary documents or other materials, and all necessary data or other information relating to the Services to enable the Company to provide the Services. The Client shall ensure the accuracy of all documents and information provided and clarity of any instructions.
4.2 The Client shall use its best and reasonable endeavours to acquire any permissions, consents, licenses or other matters which are required to enable the Company to provide the Services.
4.3 The Company shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this clause 4.
4.4 The Company shall use its best and reasonable endeavours to complete its performance of the Services within the time agreed as set out in the quotation, however, time shall not be of the essence in respect of the provision of the Services notwithstanding any provision to the contrary.
5. Fees [and Deposit]
5.1 The fees (“Fees”) for the Services are set out in the quotation.
5.2 In addition to the Fees, the Company shall be entitled to recover from the Client reasonable travel expenses and accommodation expenses in connection with the Services.
5.3 The Client shall pay the Company for any additional services provided by the Company that are not specified in the quotation in accordance with the Company’s applicable daily rate set out in the quotation. The provisions of sub-Clause 5.2 shall also apply to such additional services.
5.4 All fees quoted (unless otherwise specified) are exclusive of any VAT, for which the Client shall be additionally liable at the applicable rate from time to time.
[ 5.5 The Client shall be required to pay a deposit (“Deposit”) as detailed in the quotation either at the time of accepting the quotation or within 14 days of acceptance.
5.6 If the Client does not pay the Deposit to the Company in accordance with sub-Clause 5.5 the Company shall have the right to withhold provision of the Services until the Deposit is received or may terminate in accordance with Clause 7.
5.7 The Deposit shall be non-refundable unless the Company fails to provide the Services and is at fault for such failure (where the failure is not the fault of the Company, no refund shall be made).]
6.1 Following the Client’s acceptance of the quotation, the Company shall invoice the Client for the Fees either:
(a) upon completion of its provision of the Services; or
(b) on the invoice dates set out in the quotation.
6.2 The Client shall pay the Fees due within 14 days of the date of the Company’s invoice;
6.3 Time for payment shall be of the essence of the Contract between the Company and the Client.
6.4 If the Client fails to make payment within the period in sub-Clause 6.2, the Company shall charge the Client interest at the rate of 5% per annum above the Barclays Bank base rate from time to time on the amount outstanding until payment is received in full.
6.5 If the Client fails to make payment within the period in sub-Clause 6.2, the Company shall have the right to suspend any further provision of the Services and to cancel any future services which may have been ordered by, or otherwise arranged with, the Client.
6.6 Receipts for payment will be issued by the Company only at the Client’s request.
6.7 All payments must be made in sterling unless otherwise agreed in writing between the Company and the Client.
7.1 The Company may terminate the provision of the Services immediately if:
(a) the Client commits a material breach of its obligations under these Terms and Conditions; or
(b) the Client commits a non-material breach of its obligations under these Terms and Conditions and, where the breach is capable of remedy within 5 days, the Client has not remedied the breach within 5 days of receiving written notice which specifies the breach and requires the breach to be remedied; or
(c) the Client is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors, or the Client enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or the Client convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Client, notice of intention to appoint an administrator is given by the Client or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client.
7.2 On termination of the Contract, the Client shall pay for all the Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Company for the performance of the Services prior to the date of termination.
7.3 Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies the Company may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of the Company nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
8. Intellectual Property and Authorisation
8.1 The tangible work product specifically produced by the Company for the Client (including the survey and report) shall be the sole property of the Client. The Company reserves all copyright and any other intellectual property rights (if any) which may subsist in the products of, or in connection with, the provision of the Services. For the avoidance of doubt, the Dice Matrix Model is the sole property of the Company, and cannot be copied by the Client for its own use. The Company reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.
8.2 Notwithstanding any provision to the contrary, nothing in these Terms and Conditions or in relation to the provision of Services shall deprive the Company or grant the Client rights to any of the Company’s research, know-how functionality or methodology, supplementary knowledge and design or technology process.
8.3 In the event that new processes evolve in performance of the Services or as a result of the Contract, the Client acknowledges that the same shall be the property of the Company unless otherwise agreed in writing by the Company.
8.4 The Client confirms and authorises the Company to access and use the Client’s data, database and materials in respect of the provision of the Services.
8.5 The Client warrants that any documents or material provided by the Client relating to the Services and its use by the Company for the purpose of providing the Services will not infringe the copyright or other rights of any third party. The Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.
9. Data protection
The Client is responsible for ensuring that any “Personal Data” (as defined by the Act) it supplies to the Company has been collected within the terms of the Data Protection Act 1998. The Company agrees to process the data in accordance with lawful and reasonable written instructions provided by the Client.
10. Use of Data
The Client grants the Company an exclusive, world-wide license to use the results of, and data obtained from, the surveys after termination of the Services, for the purposes of benchmarking against industry standards.
11. Limitation of liability
11.1 The entire liability of the Company to the Client under or in connection with the Contract, including these Terms and Conditions, (whether in respect of the provision of the Services, damages, breach, indemnity or otherwise) shall not in any circumstance exceed the amount of the Fees paid by the Client to the Company for the provision of the Services.
11.2 The Company shall have no liability for any actions carried out by the Client as a result of this process. All recommendations are made in good faith and the Company shall not be liable for any actions carried out by the Client as a result of the analysis of the survey or following activity. The Dice Matrix Model provides insight only and interpretation is the responsibility and risk of the Client.
11.3 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), warranty, condition or other term or any duty at common law or under these Terms and Conditions for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss, loss of goodwill, data and all other such loss (whether or not arising in the normal course of business), or other economic loss or other claims however caused by the provision of the Services or with the use by the Client of the Services provided.
11.4 The Company shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Company’s obligations if such delay or failure is due to any cause beyond the Company’s reasonable control.
11.5 The Client agrees and acknowledges that the allocation of risk in this clause is fair and reasonable in the circumstances having been taken into account by the Company in setting the level of Fees and agreeing the extent of Services.
12. Force majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
13.1 Any notice or other communications to be given under the Contract shall be in writing and signed by or on behalf of the party giving notice (or a duly authorised officer of that party).
13.2 Notices shall be deemed to have been duly given:
(a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
(b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
(c) on the fifth business day following posting, if posted by national ordinary mail; or
(d) on the tenth business day following posting, if posted by airmail.
13.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.
14. Dispute resolution
14.1 The parties will each use their reasonable efforts to negotiate in good faith and settle any major or material dispute that may arise out of or relate to the Contract, including these Terms and Conditions, the Services or any breach of contract. If any such dispute cannot be settled amicably through ordinary negotiations by the respective representatives, the dispute shall be referred to the senior representatives nominated by the managing director of the Company and the Client’s managing director who will meet in good faith in order to try and resolve the dispute.
14.2 If the dispute or difference is not resolved as a result of such meetings either party may (at such meeting or within [ten (10)] days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or mediator (“the Adviser”) before resorting to litigation with costs shared equally.
14.3 If the parties fail to reach agreement in the structured negotiations within [twenty one (21)] days of the Adviser being appointed, either party may then refer any dispute to litigation.
15.1 The Company makes no express warranties and specifically disclaims any implied warranties with respect to the performance of the Services and these Terms and Conditions to the extent permissible by law.
15.2 The Company does not guarantee, and nothing contained in the quotation, these Terms and Conditions, shall be construed as a guarantee, that the Services performed or to be performed by the Company will achieve any projected level of results.
16. Acknowledgements and general matters
16.1 The Client agrees that (save in respect of statements made fraudulently) it shall have no remedy in respect of any untrue statement upon which it relied in entering the Contract and that its only remedies shall be for breach of contract.
16.2 It is acknowledged that the Company shall not be liable for breach of contract or any other failure or defect in performance of the Services (or any additional services, work or project) which are performed other than by employees of the Company.
16.3 If any term or provision of these Terms and Conditions, is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provisions eliminated.
16.4 The Company may employ sub-contractors for carrying out any part of the Services.
16.5 These Terms and Conditions (together with the terms (if any)) set out in the quotation constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.
16.7 No failure or delay by either party in exercising any of its rights under these Terms and Conditions shall be deemed to be a waiver of that right, and no waiver by either party of any breach of these Terms and Conditions by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
16.8 The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties and except as otherwise expressly provided or agreed neither party shall have the power to bind the other without the other’s prior written consent.
16.9 Except as expressly provided (including in respect of indemnity), the parties do not intend any term of the Contract and these Terms and Conditions to create any rights or benefits to any other party other than the parties to the contract or to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any third party which exists or is available apart from the Act.
16.10 The Contract and these Terms and Conditions shall be governed by the law of England and Wales, and the Client submits to the exclusive jurisdiction of the courts of England and Wales.