Purpose

The purpose of this document is to record Our standard terms and conditions of engagement for the provision of consultancy services ("Consultancy") to You. It should be read in conjunction with Our Proposal which remains valid until midnight of the (INSERT DATE) and which forms part of these terms and conditions.

Definitions

Proposal - The document(s) forming part of these standard terms and conditions of engagement, that details Your instructions (the “Brief”) and the Deliverables that You have requested Us to supply to You through Our performance of the Consultancy within a proposed timescale at a quoted fee ( the “fee”)

Deliverables - Any documents, solutions, manuals, processes, and similar items provided by Us during the course of the Consultancy or presented by Us at its close.

We/Our/Ourselves/Us - Lumos ™Consulting, 1 Sherwood Street, London, W1F 7BL or affiliate companies where We deem it necessary or appropriate for the performance of Our obligations.

You/Your - As detailed in Our Proposal.

Confidential Information:

Includes but is not limited to business methods, financial details, marketing & development plans, manpower development plans, customer lists or details, trade secrets, technology or Your confidential knowledge or information relating to Your business, affairs, products, services or solutions. It shall not include that which.

• is or becomes public knowledge.
• is or becomes known from other sources that are not subject to any restriction on disclosure of that information.
• we are obliged by law to disclose.
• becomes necessary to disclose to protect Our legitimate interests; or
• is not clearly identifiable as confidential by its nature.

Intellectual Property:

Includes letters patent, trademarks whether registered or unregistered, designs, utility models, copyright or applications, business names whether register-able or not, moral rights or any of the foregoing and rights in discoveries, creations, inventions or improvements upon or additions to an invention and any similar rights in any country and knowledge, skills and techniques imparted.

Our responsibilities to You

We shall

• use suitably qualified individuals, which may include sub-contractors, and shall exercise the standard of care of a competent and professional consultant in providing the Consultancy to You. Any substitution of Our consultant will only occur with YOUR direct prior approval
• make every effort to provide You with the Deliverables within the agreed timescales and costs as detailed in Our Proposal.
• endeavour to notify You in advance of any changes to the proposed timescale contained in Our Proposal and otherwise to agree with You on an ongoing basis any changes to the Deliverables.
• keep secure any documentation, including Confidential Information that You supply to Us and only permit access to such Confidential Information to those of Our personnel who are identified in the Proposal and any others who are assisting them. We shall not disclose such Confidential Information to third parties, except those involved with Us as part of the Consultancy or otherwise as is deemed necessary by Us for the provision of the Consultancy, without Your prior written consent.
• give You prior notice of any increase to the fee that results from changes that You request to the Brief or of Our understanding of its scope or where Our performance of the Consultancy continues beyond 12 months and subject to and read in conjunction with the inflation clause detailed in Our fee section.
• when advertising Our involvement in this engagement after its completion for Our own marketing purposes, make available to You upon Your request, a copy of the advertisement. For the avoidance of doubt We assume the right to reference Our involvement in this engagement after its completion, in proposals or other presentations to existing or prospective clients.

Your responsibilities to Us

You shall

• ensure that We have reasonable access to all Your records, documents (including Confidential Information), other relevant information, premises and personnel that We deem necessary to enable Us to perform the Consultancy. Only information made available to Us through the Managing Partner identified in Our Proposal is to be considered disclosed to Us.
• be responsible for the acts, omissions and default of Your directors and employees and any third parties (excepting Ourselves) that You appoint in connection with this engagement, that are fraudulent, negligent, misrepresentative or that result in providing to Us false, misleading, inaccurate or incomplete information or documentation.
• notify Us in writing of any claim against Us for loss or damage as provided for herein immediately You becoming aware of the occurrence and or claim.
• pay, within 7 days of invoice date, invoices submitted by Us, refer to Fees and Payment section below.
• not solicit or otherwise induce into Your employment any of Our consultants working in connection with the provision of the Consultancy to You either during such provision or for a 24 month period following the presentation and completion of Our Deliverables.
• only use Our Deliverables for the purpose they were commissioned.
• take responsibility for compliance with any statute, regulation or other standard in implementing any recommendations forming part of the Deliverables.
• be responsible for providing, free of charge, suitable offices, facilities, and personnel resources, as necessary in order to ensure the successful and timely delivery of the project.
• Information (which we do not undertake to verify) technical equipment (such as network access, email account, and so on) time and technical support resources as we may reasonably require to enable us to carry out the Services.
• agree to respond quickly and positively to our requests for consultation, decisions and approval.
• where appropriate, it will be your responsibility to obtain any relevant certificates of compliance from your suppliers.
• You will fully indemnify us in respect of any injury, damage or loss arising as a result of the transmission to us, from YOU of any computer viruses or similar items in the course of or in connection with the Services WE have provided to YOU.

Fees and Payment

• Our fees are based on consultant time spent on the assignment, whether at our premises, the client’s premises or elsewhere. Our fees will be reviewed annually, and LCL reserves the right to add an increase of 3% with effect from the beginning of January each year, to reflect inflation, this is to be considered as prior notice by US of such intent and action.
• The client will only be charged with actual travel and subsistence expenses incurred in carrying out the assignment (including VAT if applicable) and these will be charged in addition to our fees.
• No mark-up will be added to OUR expenses submitted to YOU for reimbursement.
• All fees stated are exclusive of VAT and subject to VAT at the prevailing rate.
• Our fees and related expenses for the assignment are set out in the Schedule of Fees and those figures will remain valid for 1 month from the date of submission.
• Estimates may be provided by us on your request. However, although these are provided in good faith they are not, unless otherwise agreed by us in writing, binding upon us.
• All fees and expenses will be invoiced in accordance with the Schedule of Fees. Payment of invoices will fall due on presentation and shall be paid free of any deductions, discount and/or abatement (unless expressly agreed by US in writing).
• Where payment has not been received within 30-days from the invoice date, we reserve the right to claim statutory interest at 8% above the Bank of England base rate for late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, the interest to be calculated on a daily basis until payment is made in full. We also reserve the right, without prejudice to any other available right or remedy, to suspend any further work on the assignment on written notice to the client, where invoices are more than thirty days overdue from payment on or after the due date.
• In the event that we incur any professional and/or legal costs in pursuing recovery of our fees and/or expenses from you or any third party, you fully indemnify us for and against these professional and/or legal costs.

Rights in Deliverables

The Intellectual Property rights in the Deliverables, together with any rights in all other documents conceived, originated, developed or produced by Us in relation to this engagement are and remain our property. On completion of the engagement, we will grant you a world-wide, royalty-free, irrevocable, non-transferable, exclusive licence to use and copy such Deliverables for the purpose as detailed in the Proposal (the “Purpose”). For the avoidance of doubt, we shall not acquire any rights of ownership in Intellectual Property rights subsisting in any material You provide to Us in connection with this engagement.

Reliance on Deliverables

The Deliverables are provided to You on the basis that they are confidential. The Deliverables and their contents shall not without Our prior written consent (which may be withheld in our discretion) be sold, disclosed, shared or made available in any manner whatsoever with, or to, any third party (other than Your employees, officers, directors, accountants and legal advisors who have a legitimate need to receive the same in connection with the Purpose and have agreed to be bound by these terms save that the effect of the section entitled “Contractual Liability” shall be that the aggregate liability referred to in the second paragraph of that section shall be Our maximum aggregate liability for any claim or claims from each recipient and/or all recipients and You relating to the engagement) without Our express permission in writing. Except where We have agreed expressly in writing to the contrary, We shall not accept any liability or responsibility to any third party to whom the Deliverables are disclosed, made available or otherwise disseminated or into whose possession it may come and will only accept any such liability or responsibility to any third party where:

• the third party agrees in writing to enter into any contractual relationship with Us in terms acceptable to Us, which may include the payment of a fee by the third party; and
• the third party accepts in writing that the Deliverables were addressed to You and were prepared on Your instructions and will not address or reflect the interests or circumstances of any third party and the third party accepts it has responsibility for determining the adequacy of the scope of Our work for its purposes and for making additional enquiries which a prudent third party might reasonably be expected to make.
• you make any alteration or modification to any of the Deliverables, all references to Us shall be removed .

Any oral or draft Deliverables which We might provide will not constitute our final opinions and conclusions and should not be relied upon. Our final opinions will be contained in Our final Deliverable, which shall be expressed as such.

Contractual Liability

Save as provided in this clause, We shall be liable to You for any reasonably foreseeable loss, damage, cost or expense arising directly from breach of contract, misrepresentation, or any tortuous act or omission including negligence arising in connection with this Consultancy. We shall not be liable to You in any circumstances for any special, indirect or consequential loss.

The aggregate liability (including in respect of all losses, damages, costs, expenses and interests suffered or incurred) to You for any claim or claims relating to the Consultancy shall be limited to the contractual value set out in Acceptance and fees section of the proposal, and is limited to a maximum of 125% of the agreed fee, on a per stage basis.

In no event shall We be liable for any loss, damage or expense to the extent that it arises from fraudulent acts or omissions, fraudulent misrepresentation, wilful default or negligence on the part of the directors or employees of You and Your subsidiaries or any other party to the transaction or from the provision to Us of false, misleading, inaccurate or incomplete information or documentation.

This clause shall not apply to any loss, damage and expense or cost arising from Our dishonesty, fraudulent misrepresentation or in respect of liabilities which cannot lawfully be limited or excluded.

It is agreed that each sub-clause in this clause constitutes an entirely separate and independent provision and/or limitation of liability and that the extent and application of each such provision and/or limitation is acknowledged to be reasonable for Our protection in the circumstances of this engagement and consistent with Our obligation to carry out Our work with reasonable skill and care, but if any such sub-clauses shall be adjudged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining sub-clause or sub-clauses shall continue in full force and effect.

Force Majeure

Neither You nor We will be liable to the other for any failure or delay in performing an obligation during this engagement due to causes beyond either Your or Our reasonable control.

If either You or We are unable to perform its duties and obligations during this engagement as a direct result of a cause beyond its reasonable control, the party concerned shall give written notice to the other of its inability setting out full details as to why. The operation of this engagement shall be suspended during the period (and only during the period) in which the reason continues. Forthwith upon the reason ceasing to exist, the party relying upon it shall give written advice to the other of this fact. If the reason continues for a period of more than 90 days and substantially affects the commercial intention of this engagement, the party not claiming relief under this clause shall have the right to terminate this engagement upon giving 30 days writing notice of such termination to the other party.

Timescales

Any service delivery dates or schedules which are specified or agreed by us for the supply of Services are agreed as estimates only and we will have no liability in respect of any delay in meeting such dates or schedules.

Termination

The Consultancy shall terminate upon the submission of the Deliverables to You and the completion of any clarification of their contents that may be reasonably required. Either party may terminate the Consultancy prior to this on 30 days' written notice, in which event You shall pay Us Our fee, on a proportional basis based on that portion of the proposed fee associated with the completed work plus any expenses reasonably incurred up to the date of termination, to include additional costs necessarily incurred as a result of such early termination such as costs relating to sub-contracts or relocation costs.

Notices

All notices required to be given pursuant to these terms of engagement shall be sent to a party’s registered office unless an alternative address for notices has been provided.

Rights of Third Parties

Nothing in these terms of engagement shall be construed as granting any rights to third parties, notwithstanding they are mentioned in these terms of engagement. The parties to these terms of engagement expressly agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply hereto.

Variations

Any variation to the proposal, the fees or these terms of business shall only be agreed to by the client and us in writing. Any need for additional services not specified in the proposal will be subject to agreement between the client and us before expenditure thereon is incurred.

Waiver

No delay or omission by either party in exercising any of its rights or remedies under this Agreement, or under any applicable law, will be deemed a waiver of the exercise of such right or remedy or any other right or remedy on any other occasion.

Severability

The invalidity, illegality or unenforceability of the whole or part of any clause or term of this Agreement does not affect or impair the continuation in full force and effect of the remainder of this Agreement

Governing Law

These terms and conditions of engagement are governed by and shall be construed in accordance with English law and any disputes under this engagement shall be submitted to the exclusive jurisdiction of the Courts of England and Wales.