Hillpark Consulting
Terms of Business - Please Read
Scope of Terms of Business
All work carried out by or at the responsibility of Hillpark Consulting for clients is subject to these terms of business. These terms may be varied or
excluded (in whole or in part) by any Proposal or by subsequent agreement in writing signed on behalf of Hillpark Consulting and the client, but not
otherwise.Acceptance of Proposals
Proposals submitted by Hillpark Consulting shall, unless otherwise stated therein, remain open for acceptance for thirty days from the date of submission to
the client. Acceptance shall be valid only if made in writing signed by or on behalf of the client. Variation of the terms of a Proposal shall be effective only
if specified in the written acceptance and countersigned by an authorised representative of Hillpark Consulting.Commencement of Work
Unless otherwise stated in the Proposal, the client shall take all steps to enable Hillpark Consulting to begin its work not later than thirty days after
acceptance of the Proposal. The client will make available or place at Hillpark Consulting’s disposal all information facilities and personnel reasonably
required by him to carry out its work, and generally will co-operate with him in all reasonable ways.Sub-contractors
Hillpark Consulting will use its reasonable endeavours to meet the wishes of clients in the selection of sub-contractors and associates but reserves the right (unless
otherwise required in writing by the client in its acceptance of a Proposal) to employ, discharge or replace at any time any sub-contractor or associate in
carrying out work for clients.Fees and Expenses
All fees expenses and other sums payable to Hillpark Consulting by the client shall be payable in every case within thirty days of the date of each invoice
submitted by him. Expenses shall be reimbursed to Hillpark Consulting by the client at cost.Travelling Expenses
Where travelling expenses paid or payable by Hillpark Consulting are to be reimbursed by the client they shall be charged at cost. The standard rate for
Mileage is the prevailing rate quoted by the Inland Revenue Approved mileage rates.Force Majeure
If, after the acceptance of a Proposal, the rights of Hillpark Consulting or of the client under the agreement are wholly or substantially diminished or the
performance thereof rendered wholly or substantially impossible by reason of force majeure, then the obligations of both parties shall cease forthwith except that the client shall pay to Hillpark Consulting all fees and expenses then owing to him (including all the expenses of or caused by or arising out of such
termination) together with a sum equal to whichever is the lesser of the fees remaining to be paid thereafter or a proportion of the total fees equivalent to sixty days’ work calculated pro rata against the total time estimated for the project.Termination or Breach by Client
If, after acceptance of a Proposal, the client shall terminate or be in serious or (after warning) repeated breach of its agreement with Hillpark Consulting or act in such a manner as to render the performance of the agreement by Hillpark Consulting wholly or substantially impossible, then the obligations of Hillpark
Consulting under the agreement shall cease forthwith. In such a case the client shall immediately pay to Hillpark Consulting all fees and expenses (including all the expenses of or caused by or arising out of such termination) and other sums then owing to Hillpark Consulting under the agreement together with a
sum equal to the whole of the fees thereafter remaining to be paid under the agreement.Contractual Limits
All forecasts and recommendations in any Proposal, report or letter are made in good faith and on the basis of the information before Hillpark Consulting at the time. No statement in any Proposal, report or letter is to be deemed to be in any circumstances a representation, undertaking, warranty or contractual condition. Hillpark Consulting shall not be liable to the client for any indirect or consequential loss or damage. The total liability of Hillpark Consulting to the
client shall not exceed the fees paid in respect of the contract. This amount includes any and all claims combined, including any costs and lawyers’ fees awarded.Techniques
Hillpark Consulting intends to employ the methods, procedures, techniques and sources of information set out in the Proposal, but reserves the right to vary
these as necessary or desirable in order to achieve the aims of the project.Intellectual Property Rights
All intellectual Property Rights are reserved to Hillpark Consulting in all Proposals, reports and other documents produced or commissioned by Hillpark Consulting under or in
connection with any agreement with a client. No such document shall be copied or published (in whole or in part) or disseminated to any third party without the written permission of Hillpark Consulting. Permission will not be unreasonably withheld or withdrawn provided in all cases that Hillpark Consulting is
satisfied that the copying or publication will not cause offence to or infringe the rights of any third party and provided further that Hillpark Consulting is satisfied that such copying or publication will be of the whole of the document concerned and not of a part or selection there from.Confidentiality
All Proposals, reports, surveys and other documents produced or commissioned by Hillpark Consulting will be treated by Hillpark Consulting as confidential
to the client concerned and will not be shown or passed to any third party without written permission of the client.Construction
These terms of business and all documents, arrangements and agreements to which they apply shall be construed and have effect in accordance with the laws
of Scotland, and the parties hereby prorogate jurisdiction exclusively to the Scottish courts.Arbitration
If any dispute or difference shall arise between Hillpark Consulting and a client concerning the meaning or effect of these terms of business or of any agreement between them to which these terms apply then if the same cannot be settled amicably it shall be referred to the arbitration of a single Arbitrator to be agreed by the parties or in default of agreement to be appointed by the President for the time being of the Law Society of Scotland. The costs of any such arbitration shall be in the discretion of the Arbitrator whose award will be considered and taken by the parties as final and binding.
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