The HPO Group Ltd. - Terms & Conditions of Working

In serving clients the Company (The High Performance Organisation Group Ltd) operates in accordance with the following conditions and arrangements unless there is a written agreement to any amendments. These terms of working and the proposal to which they are attached and the acceptance of that proposal form the entire contract between the Company and the Client.

1. To protect the interests of clients the Company undertakes the professional obligation not to disclose information which is confidential to the Client. However, this confidentiality shall not extend to any information already known to the Company 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 assignment is confined to work specified in the proposal. The time to complete the work and the measure of its success depend to a degree on factors outside the Company's control, including the co-operation of the Client and the Client's staff. Time shall not be of the essence and the Company 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 Company is limited, therefore, to giving 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 Company'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 Company at the time and are not to be deemed in any circumstances a representation, undertaking, warranty or contractual condition. In no circumstances shall the Company 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 Company shall remain vested in the Company. The Client shall have a free and irrevocable license to make use of them for the Client's own purposes, subject to the Company's invoices having been paid in full but shall not publish or circulate them outside the Client's organisation without the Company's written permission.
   
   
6. The Client shall make available to the Company all information which he may reasonably require for the effective execution of his work. When the Company's consultant is required to work on the Client's premises, the Client will provide the Company with office accommodation, telephone and minor secretarial services, and protective clothing and equipment if appropriate, without charge.
   
   
7. When the Company's consultant is required to act in the capacity of a temporary executive reporting to the Client's management, the Company is acting as the Client's agent and the Client hereby agrees to indemnify the Company against all claims and costs for which the Company may become liable by reason of the acts or omissions of the Company during this period.
   
   
8. The fees relating to this assignment are detailed in the proposal to which these terms of working are attached. They remain valid for the period stated in the proposal or for 30 days from the date of submission of the proposal. The Consultant reserves the right to amend the proposed fee after this validity period.
   
   
9. For lump sum assignments the contract is for the total sum specified in the proposal. Should circumstances arise which could not be reasonably have been foreseen at the time of the proposal, the fee may be amended by agreement in respect of the agreed change in work content.
   
   
10. For assignments based upon consultant time expended, the Company requires no long-term contract with the Client, either party being free to terminate work by one month's notice in writing. Such notice shall not be given without full prior consultation between the parties concerning the reasons for such termination. The company reserve the right to charge a cancellation fee of upto 25% where one month's notice in writing is not provided.
    
    
11. Fees cover time spent on work for the Client whether carried out on his premises or elsewhere. When weekly or monthly rates are quoted they are based upon a five-day week and any weeks or months which include a public holiday are charged as full weeks or months. Fee rates for contracts which have been agreed to extend over more than three calendar months may be increased on giving one month's written notice to the Client.
    
    
12. Reasonable travelling, accommodation, subsistence and other expenses necessarily incurred in connection with the assignment will be recharged to the Client at cost. Up to eight copies of each report will be provided free of charge. Further copies will be charged to the Client, as will any special printing, binding or stationery costs.
    
    
13. Invoices are submitted monthly unless otherwise stated in the proposal. 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 Company reserves the right to charge interest at 3% above current 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.
    
    
14. 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 Company then the Company shall have the right to cancel the contract with immediate effect and discontinue any work and all sums owing at that time shall become immediately payable as a debt to the Company.
    
    
15. No failure or delay on the part of the Company in exercising his rights under the contract shall be deemed to be a waiver of that right and no waiver by the Company of any breach of the contract shall be considered as a waiver of any subsequent breach of the same or any other condition.
    
    
16. The contract between the Company and the Client is governed by English law and the parties undertake to submit to the jurisdiction of the English courts.

Version:20040806