Terms of Business

1

Definitions

1.1

In this Agreement references to "we", "us" and "our" are references to 3P’s Development Ltd and references to "you" and "your" are references to our client.

1.2

The headings in this Agreement are inserted only for convenience and shall not affect its construction.

1.3

Where appropriate words denoting a singular number shall include the plural and vice versa.

2

Client as principal

2.1

You shall be liable to us as principal for all costs charges and expenses that shall be due to us in respect of our services whether or not you propose to act as an agent.

3

   Introduction

3.1

We will supply you with the service or services identified in this Agreement ("the Service"). We reserve the right not to accept your request to supply further services.

3.2

We will use our reasonable endeavours to supply the Service within the identified time period (time will not be of the essence) and at the price stated in this Agreement. You may, at your discretion, enter into this Agreement verbally by telephone or personally, in which case it will be as binding as if it had been confirmed in writing.

3.3

If this price is an estimate, it will not be binding upon us. We will inform you immediately it appears that our charges are likely to exceed our estimate and will only proceed if you accept the revised estimate. If you choose not to proceed with the Service, you will only be liable to us at the original estimated price on a pro rata basis for the work which we have actually done.

3.4

We or you may terminate for good cause this Agreement without notice in which event you shall be liable to pay us such sum as we may determine at our absolute discretion is just and equitable in all the circumstances and we shall not be liable to you for any loss or damage whatsoever or howsoever arising suffered by you or any third party as a result of such termination.

4

Co-operation

4.1

You agree that you shall at all times use your best endeavours to co-operate with our reasonable requirements and act in good faith towards us and where relevant you shall offer us access to your place of business and information records and other relevant material and make available such working space and facilities at your place of business as we may reasonably require and make available appropriate personnel to liaise with us.

5

Confidentiality

5.1

We agree to treat as secret and confidential and not at any time for any reason disclose or permit to be disclosed to any person any information relating to your technology technical processes business affairs or finances or any such information relating to any of your associated companies suppliers or customers where such knowledge or information was received by us in providing a Service. This obligation of confidence shall not apply to information which was in our possession prior to the date of this Agreement and which is at our free disposal or is published or is otherwise in the public domain or is or becomes publicly available on a non-confidential basis through no fault of ours or is received in good faith by a third party who on reasonable enquiry by us claimed to have no obligation of confidence to you in respect of it.

5.2 

We reserve the right to supply services at any time (including during the period of this Agreement) to any other person firm or company whether or not such person firm or company is a supplier or a customer of yours a direct or indirect competitor of yours.

6

Payment

6.1

The prices quoted in this Agreement are unless otherwise stated subject to the addition of VAT at the rate prevailing at the date of the invoice plus the addition of any disbursements.

6.2

We reserve the right to require a payment on account of all or part of our charges and the right not to perform any of our obligations hereunder unless and until such payment on account has been received by us.

6.3

In the event that we elect after appropriate enquiries to offer credit terms to you, you shall pay our invoice (without deduction) within 30 days of its date of presentation notwithstanding that we may not have completed our obligations hereunder. Any outstanding payment on the invoice at the expiration of 30 days is subject to interest at the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998. Failure to raise an invoice in respect of interest shall not be deemed to constitute a waiver of our right to recover interest. Where our invoice is not discharged within 30 days of presentation of the invoice and we refer the debt to our solicitors for collection you shall be liable to reimburse us on a full indemnity basis all legal costs and disbursements (whether or not proceedings are commenced) consequent upon such referral. We and our solicitors are under no obligation to dispatch a letter before action and proceedings will normally be commenced immediately and without further notice or warning.

6.4

We will be responsible for paying all Taxes, National Insurance and any other similar payments relevant to the employment of us and shall indemnify you for any claims made against you arising out of any failure to comply with this obligation.

7

Intellectual Property Rights

7.1

Any materials prepared by us or by a 3^rd party for use in a consulting assignment or training programme are and remain our copyright and the 3^rd party’s copyright respectively and may not be reproduced without our specific written consent.

7.2

Where we provide written consent for accepted material to be reproduced we have the right to prepare derivative works based on such material and to market, sub-licence and distribute copies of such derivative works. For the purposes of this Clause 7.2 “derivative work” means a work, which is based upon one or more materials consented to the Client for reproduction, such as a revision, enhancement, modification, translation, abridgement, condensation, expansion, or any other form in which materials may be recast, transformed or adapted, and which, if prepared without the authorisation of the owner of the copyright in such materials, would constitute a copyright infringement. For the purposes hereof, “derivative work” also includes any compilation that incorporates such materials.

8

Indemnity, Limitations and Exclusions of Liability

8.1

We cannot guarantee the accuracy of any information provided to you by us which has been supplied to us by a third party source whose accuracy we cannot control and do not verify except in the case of manifest error. Consequently, we cannot be liable in contract, tort (including negligence) or otherwise for any loss or damage whatsoever and howsoever arising which may be caused by reliance upon such information which may be inaccurate or incomplete. Information provided by us should be treated as indicative of the relevant matters only and should not be used as the sole basis of a business decision.

8.2

We and you each agree that you could be harmed by improper advice given to you under the Agreement. Therefore in recognition of the nature of the relevant Agreement, the nature of the spirit and intent of 3P’s Development Ltdand the subsidy (if any) of the cost of the Services made available to you by any party as an express part of the consideration given and received hereunder you have agreed to limit our liability to you in accordance with the following Clauses.

8.3

Subject to Clause 8.5 our entire liability and your exclusive remedy against us for any damages caused by any defect or failure to perform the Service or arising from the improper performance or non-performance of the Services regardless of the form of the action whether in contract tort (including negligence) strict liability or otherwise shall be limited to any sums paid by you to us (exclusive of any VAT) under the Agreement.

8.4

You agree to use to your best endeavours to mitigate any damage (as referred to in Clause 8.2) in such manner as would a reasonably experienced and competent business person.

8.5

In any event and notwithstanding anything contained in this Agreement in no circumstances shall we be liable to you or to any third party in contract tort (including negligence) or otherwise however and whatever the cause thereof for any increased costs or expenses for any loss of profit, business contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature whatsoever and you shall fully and effectively indemnify and keep us indemnified against the same.

8.6

Any claim that you may make against us under this Agreement or under any warranties or condition implied or incorporated herein by statute, common law or otherwise shall be made within 60 days of the date of the occurrence of the act omission or thing giving rise to such claim and we shall not be liable to you or any third party for any loss or damage whatsoever or howsoever arising in respect of any such claim made by you after such period.

8.7

Where we recommend or refer you to a third party we offer no warranties as to the ability, suitability or fitness for any purpose of such third party and we shall not be a party to any contract that you may enter into with such third party and shall not be liable for any loss or damage whatsoever or howsoever arising suffered by you or any third party arising from such contract.

8.8

Save as expressly provided for herein any conditions or warranty which might otherwise be implied or incorporated within this agreement by reason of statute or common law or otherwise is hereby expressly excluded. You hereby expressly acknowledge that the provisions of this agreement limiting or excluding our liability to you to satisfy the requirements of reasonableness specified in the Unfair Contract Terms Act 1977 in view of the nature of the intent and spirit of 3P’s  Development Ltd and that you shall be stopped from claiming the contrary at any future date in the event of any dispute between us concerning our liability hereunder.

8.9

Each provision of Clause 8 is to be construed as a separate limitation (applying and surviving if for any reason one or the other of the said provisions is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of the relevant contract.

9 

General

9.1 

You may not assign the benefit or burden of this Agreement without our written consent.

9.2

Where specific dates are given for a consulting assignment or for a training programme, cancellation within 28 days will incur the full cost of fees, except where we are able to mitigate these by redeployment of our staff at equal or higher payment.

9.3

This Agreement is the entire agreement between you and us. Any conditions of contract which you may purport to propose shall form no part of this Agreement.

9.4

We reserve the right to vary any conditions in these Terms and Conditions at any time. Such variation shall take effect immediately you have notice of it. Any variation of these Terms and Conditions must be agreed in writing by the Proprietor and none of our other employees or agents have authority to bind us by any agreement at variance with these Terms and Conditions.

9.5

Any notice to be given under this Agreement shall be served by recorded delivery post at the last known address of the addressee and shall be deemed to be effective two working days after posting such notice.

9.6 

These Terms and Conditions are made and shall be construed and governed by British Law.