The HPO Group Ltd - Terms & Conditions

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 any proposal to which they refer, together with the acceptance of that proposal by our Client form the entire contract between the Company and the Client.

1. The Company does not provide consultancy or offer management system solutions either implied or explicitly in the products and services it provides.  The Company does provide generic tools and techniques, generic training, generic advice and information that customers can use and implement as they fit with the aim of improving their business.
   
   
2. 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.
   
   
3. The Company will take all reasonable precautions to ensure the protection of client information stored on its web site or other IT systems by implementing, at minimum, industry standard security such as server room physical access control, firewalls, password access control and encryption of access details. Where the Company, at its sole discretion, deems increased protection is required beyond this level, this will be provided.
   
   
4. 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.
   
   
5. 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 outputs from the Company's services to the Client's own circumstances.
   
   
6. 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.
   
   
7. Intellectual property rights in any computer program, system, product design or other work undertaken or used by the Company in the pursuance of the contract 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, as defined in and for the duration specified in any agreed proposal, 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.
   
   
8. During the Client's use and discussion with the Company 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.
   
   
9. All data provided by the client in order to permit the Company to deliver its services will remain the property of the client, with the Company being permitted to use this in the pursuance of the agreed contract. Unless specifically agreed otherwise, the Company has the right to retain indefinitely any data required to generate online assessment or benchmarking reports and to use this anonymously, in which case the Company will ensure the client cannot be identified from use of such data.
   
10. The Client shall make available to the Company all information which may reasonably be required for the effective execution of the work agreed. When the Company's representative 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.
    
    
11. The Company acts at all times 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 the delivery of any agreed contract.
    
    
12. The fees relating to this assignment are detailed in the proposal within which these terms of working are attached or referred. They remain valid for the period stated in the proposal or for 30 days from the date of submission of the proposal if not specified. The Company reserves the right to amend the proposed fee after this expiry of this validity period.
    
    
13. For lump sum assignments the contract is for the total sum specified in the proposal. Should circumstances arise which could not 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.
    
    
14. Fees quoted are for a single use of the service or for the first 12 months of its delivery, unless otherwise stated in any proposal. Where the service continues for a period longer than 12 months, the Company reserves the right to adjust the costs to reflect inflation and/or any other changes, unless agreed otherwise in a proposal.
    
    
15. For assignments based upon 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 up to 25% of the fee associated with one month’s delivery of the services where one month's notice in writing is not provided.
    
    
16. Fees cover time spent on work for the Client whether carried out on his premises or elsewhere. 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.
    
    
17. Reasonable travelling, accommodation, subsistence and other expenses necessarily incurred in connection with the assignment will be recharged to the Client at cost. Copies of each report generated as part of the assignment will be provided free of charge in electronic format, or in other formats by agreement.
    
    
18. 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.
    
    
19. 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.
    
    
20. No failure or delay on the part of the Company in exercising its 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.
    
    
21. 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: 20100111