In providing online services and products to Clients The High Performance
Organisation Group Ltd (The HPO) operates in accordance with the
following terms and conditions of contract, which may only be amended
by written agreement within an appropriate document. These terms
and conditions, together with any associated documents as defined
below which have been accepted by both parties, form the entire
contract between The HPO and the Client.
Within these terms and conditions of contract, the word 'document'
shall be defined as "any information that defines the products
or services that will be delivered and the associated costs".
This may include, but is not restricted to product definition(s)
that appear on our web site, a specific proposal for services, or
a combination of the two.
1. To protect the interests of Clients The HPO undertakes the
professional obligation not to disclose information that is confidential
to the Client. However, this confidentiality shall not extend
to any information already known to The HPO prior to its disclosure
by the Client or lawfully received from a third party or any information
already existing in the public domain at the date of its disclosure.
2. The product or service is confined to work specified in the
associated documents. The time to complete the work and the measure
of its success depend to a degree on factors outside The HPO's
control, including the co-operation of the Client and the Client's
staff. Time shall not be of the essence and The HPO shall incur
no liability to the Client in respect of any failure to complete
the work or any part thereof by any date specified in the proposal
or otherwise.
3. The HPO is limited, therefore, to providing an estimate of
the time required and the results obtainable based upon information
made available by the Client. Any such estimates, and any confirmation
or variation of them in subsequent correspondence or reports,
although given in good faith, shall not be deemed to be undertakings,
warranties or contractual conditions. The Client shall remain
responsible for the proper adaptation and utilisation of The HPO's
recommendations to the Client's own circumstances.
4. All conclusions, forecasts and recommendations in any proposal,
report, other documents or presentations are made in good faith
and on the basis of information made available to The HPO at the
time. They are not to be deemed in any circumstances to be a representation,
undertaking, warranty or contractual condition. In no circumstances
shall The HPO be liable for loss of profit or any other consequential
damages.
5. Intellectual property rights in any computer program, system,
product design or other work undertaken by The HPO shall remain
vested in The HPO. The Client shall have a free and irrevocable
license to make use of them for the Client's own purposes for
the duration of the agreed licence period, subject to The HPO's
invoices having been paid in full. The Client shall not publish
or circulate them outside their own organisation without The HPO's
written permission. During the Client's use and discussion with
the HPO about the online tools, they will inevitably gain some
understanding of how these tools are designed and used. The Client
undertakes not to use any such information or Intellectual property
to develop comparable tools, either for their own or others' use,
or to share this Intellectual property with others.
6. The Client shall make available to The HPO all information
that he may reasonably require for the effective execution of
their work within the contract. When The HPO's representative
is required to work on the Client's premises, the Client will
provide The HPO with office accommodation, telephone and minor
secretarial services, and protective clothing and equipment if
appropriate, without charge.
7. Should The HPO's representative be required to act in the
capacity of a temporary executive reporting to the Client's management,
The HPO is acting as the Client's agent and the Client hereby
agrees to indemnify The HPO against all claims and costs for which
The HPO may become liable by reason of the acts or omissions of
The HPO during this period.
8. The fees relating to the product or service are detailed in
the documents associated with it. They remain valid for the period
stated in the documents or for 30 days from the date of their
submission. The HPO reserves the right to amend the proposed fee
after this validity period.
9. Should circumstances arise which could not be reasonably have
been foreseen at the time the documents were agreed, the fee may
be amended by agreement in respect of the agreed change in content.
10. Unless specified within the documents, the fees cover a licence
for the Client to use the product or service at any time they
wish. For single-use products, the client may define the scope
and participation to suit their own needs. For products that have
been purchased for use at any time over a specified period, the
Client may only use it within the scope and participation defined
in the agreed proposal or other associated document(s). The HPO
will provide access to the product or service through their web
site and will make every effort to ensure its availability. Although
The HPO cannot guarantee that it will be available for 100% of
the time, they will make every effort to maximise its availability
to Clients.
11. For purchase of the 'one-off' use of a product, normally
selected directly from the web site, the duration of the licence
will be until all deliverables included with the documents are
made by The HPO. This will normally be within seven days of the
completion of the Client's access to the online product (the Close
Date set).
12. For other products the duration of the contract will be for
a minimum of twelve months, unless defined otherwise within the
documents. This ensures that the initial work carried out by The
HPO to design and set up the products and services can be fully
reimbursed over the duration of the contract. The licence to use
any products covered by this type of contract will continue for
a period of 30 days following closure of the contract
13. These contracts will be considered to be 'rolling contracts',
to continue until terminated by either party, unless specifically
defined as otherwise within the documents. Termination will be
enacted by either party giving a minimum of three months notice
to the other. Such notice may be given no earlier than nine months
into the first year of the contract.
14. Fees for 'one-off' use products and services will be those
published on the web site or as defined in any other associated
documents, and are only valid at the time they are quoted.
15. Fees for other products and services will remain valid as
defined in the associated documents, and unless specifically noted
therein, will provide fixed prices for years 1, 2 & 3 of any
contract. These fees will remain valid for this period immediately
the agreement is confirmed between the Client and The HPO.
16. Where required, reasonable travelling, accommodation, subsistence
or other expenses necessarily incurred in connection with the
delivery of the product or service will be recharged to the Client
at cost. Where printed copies of reports are specified in the
documents, up to eight copies will be provided free of charge.
Further copies will be charged to the Client, as will any special
printing, binding or stationery costs.
17. Payment for 'one-off' use products and services will be by
automatic payment through the web site or against individual invoices
for their use. Access to the product or service will be available
immediately the payment has been cleared through The HPO's account.
Invoices for other products and services will be submitted monthly
unless otherwise stated in the documents. All invoices are payable
together with Value Added Tax within 15 days of the invoice date
without right of set-off or counterclaim statutory or otherwise.
The HPO reserves the right to charge interest at 3% above current
UK bank base rate per month on amounts outstanding 30 days from
the date of invoice. Fees and expenses are subject to the addition
of Value Added Tax, when applicable.
18. If the Client fails to make payment as required by these
Terms of Working or if the Client goes into liquidation or has
a Receiver or Administrator appointed of if the Client breaches
any terms of the contract with The HPO then The HPO shall have
the right to cancel the contract with immediate effect, discontinue
any work and deny further access to the products and services.
All sums owing at that time shall become immediately payable as
a debt to The HPO.
19. No failure or delay on the part of The HPO in exercising
their rights under the contract shall be deemed to be a waiver
of that right and no waiver by The HPO of any breach of the contract
shall be considered as a waiver of any subsequent breach of the
same or any other condition.
20. In order to ensure any assessment report and its associated
certificate (if issued) can be understood in full context, the
client undertakes to disclose to any party using the report or
certificate all regulatory non-compliances and occurrences within
the scope of the assessment for which any regulatory authority
requires notification.
21. The contract between The HPO and the Client is governed by
English law and the parties undertake to submit to the jurisdiction
of the English courts.
