1. DEFINITIONS

In these conditions “the Consultancy” means Optimum Bid Services Ltd and “the Client” means the firm company or practice with whom the Consultancy enters into a contract for service provision. “Project” refers to the provision of services for a specific proposal or item of work by the Consultancy, outlined within the fee proposal/quotation provided.

2. GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with English law. Disputes arising in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the English courts.

3. ACCEPTANCE

The placing of a written acceptance of the fee proposal or official order by or on behalf of the Client is deemed to be an acceptance by the Client of all the Consultancy’s terms and conditions of contract to include all rates. The Consultancy’s terms and conditions are the only such terms to apply to any contract between the Consultancy and the Client.

In the event that a verbal instruction is given and there is an absence of written confirmation of acceptance of our Fee Proposal, and in the event that the Consultancy continue to provide services and incur costs on any project at any time, it is deemed and accepted that the Fee Proposal and the Terms of Engagement have been agreed by the Client.

4. RATES

i) All the Consultancy’s charges are set out within the Consultancy’s fee proposal or quotation. The Consultancy reserves the right to increase these rates/charges upon 30 days’ notice being given to the Client, and such rates/charges will be reviewed from time to time. Rates will not be changed whilst a Project is being undertaken.

5. ESTIMATES

i) Where the Consultancy is required by the Client to provide an estimate, such estimate shall be defined as the Consultancy’s best estimate for the completion of the works required on that particular Project.

ii)When an estimate is agreed, the Consultancy undertakes to limit the total costs to the estimated cost (exclusive of VAT) unless the Consultancy notifies the Client of the need to revise the estimate prior to the original estimate being exceeded.

iii)The Consultancy undertakes to comply with an estimate in (ii) above, provided that there is no change of the requirements for the project affecting the estimated cost, from an alteration becoming apparent following production of the original estimated cost.

6. CLIENT’S OBLIGATIONS

i) The Client shall provide to the Consultancy without charge all necessary information/documentation. If this is not available electronically, a charge may be made in addition to the estimate outlined in 4 (i) to create/re-configure electronically for use.

7. TIME

i)The Consultancy will use their best endeavours to comply with all deadlines set out. The Consultancy shall not be liable for any consequential loss arising out of the Consultancy’s failure to comply with timeframes; however every best endeavour will be taken to ensure that all deadlines are met.

ii)The Consultancy will take responsibility for the working hours to be used, with these not being determined by the Client.

8. OUTPUT MATERIALS

i)All materials used in the final document provision (if supplied as a finalised document(s)) will be specified as fit for purpose. Alternative specifications may be made by the Client given due time and cost consideration.

ii)The Consultancy reserves the right to substitute alternative output materials or format, of a comparative quality in the event that the originally specified outputs are unavailable, for whatever reason.

9. LOSS AND EXPENSE

In the event that the Client prevents or impedes the Consultancy in the execution of any works, or is in breach of any of these conditions, the Consultancy reserves the right to adjust the contract price to the extent of any loss and expense thereby caused to the Consultancy.

10. CONSULTANCY’S INVOICES

i)The Consultancy will invoice the Client for the project, either at conclusion of the project, or every month, as set out in the fee proposal.

ii)Invoices are deemed to be fair and reasonable and due for payment unless the Client provides the Consultancy with a written objection in respect of same within 7 (seven) days (time to be of the essence) of the date of the Consultancy’s invoice.

The Consultancy will submit to the Client a statement upon request setting out details of charges where a breakdown has been provided at the fee proposal/quotation stage, including costs associated with travel, printing, hotel accommodation, travel time, any other expenses accrued in delivering the Project.

11. COPYRIGHT

i)The copyright in all works, tenders, SQs any other documents prepared by the Consultancy (“the Documents”) remain vested in the Consultancy until full payment is received. Upon satisfactory payment, the Consultancy grants irrevocable licence to the Client to use the Documents for the purposes of the defined activity only. The Consultancy shall not be liable for any use of the Documents for any purpose other than that for which they were prepared.

ii)The Consultancy shall not disclose, or use, or cause to be disclosed or used, at any time during or after the termination of this Agreement, any confidential information of the Company, or any of their customers, or any other information relating to the business, financial or other affairs of the Company, or any of their customers except as required by the Client in connection with the Consultancy’s performance of the Agreement, or as required by law.

12. PAYMENT

i)Unless otherwise stated all the Consultancy’s rates and prices are exclusive of VAT which shall be payable in addition at current rates.

ii)The Consultancy’s invoices are due for payment on the date of invoice and the final date for payment shall be 14 days after the date of the invoice.

iii)The Consultancy reserves the right to charge the Client interest on overdue accounts at business base rate charged by NatWest plus 6% until date of cleared funds in addition to an initial charge of £40 for invoices up to £1,000 with the interest thereafter. Outstanding invoices of greater than £1000. 00will attract an initial charge of £70 with the interest charged thereafter as outlined above.

iv)Any costs of recovery will be chargeable over and above the above amounts.

The Client shall make all payments without any set-off or discount or retention save as may have been previously agreed in writing, but payment of an invoice is not to be regarded as a waiver of any of the Client’s rights with reference to defects properly notified to the Consultancy.

13. LIMITATION OF LIABILITY

The Consultancy shall not be liable to the Client or any other person or party at the Client’s site or sites or connected with the Client or its business for any direct, indirect, incidental or consequential or economic loss or damage from any cause.

14. DETERMINATION

The Consultancy may give notice in writing to determine the Contract with the Client, without prejudice to any other rights of the Consultancy if:

i)The Client fails to make any payment due to the Consultancy in accordance with clause 12 (ii) above

ii)The Client is in breach of any applicable EU or UK laws relating to conduct of directors, or its employees or agents for misconduct or financial matters, commits any act of bankruptcy, or a petition for winding-up is presented to the court or a receiver or administrator is appointed over any part of the Client’s business, and in the event of determination as aforesaid the Client shall be immediately liable for all costs, whether invoiced or not, and any loss or expense caused to the Consultancy.

iii)The Client is subject to investigation or action by HMRC, for any reason, which has the potential to affect the Consultancy (such as IR35 investigations), which the Client must advise the Consultancy in real time, or the Contract will be able to be summarily determined by the Consultancy.

iv)The Client is in breach of Health and Safety requirements, Environmental Regulations or Permits and/or is subject to investigation or prosecution by relevant statutory authorities. In the event that these are not disclosed in real time to the Consultancy, the Consultancy will reserve the right to determine the contract.

Upon determination, for whatever reason, all costs, whether invoiced or not, will become immediately payable by the Client by CHAPS transfer, upon presentation of an invoice by the Consultancy.