Terms and Conditions of Business
- The “business” refers to Inspired Business Solutions.
- The “client” refers to any entity purchasing from the business, or in receipt of goods or services from the business.
- The “project” refers to any services, training, or consultations created and/or delivered by the business for a client.
- “Approval” is any authorisation given by the client to the business by letter or email, or by signing any documentation issued by the business. The business will request any approval given in person, or over the telephone, to be confirmed in writing.
The business accepts the client’s order on these Terms and Conditions, which constitutes the agreement between the business and the client. It is agreed that there are no other understandings or representations of any kind (express or implied) forming part of this contract. In particular, any condition contained in the client’s Terms and Conditions that is inconsistent with, or is contrary to these Terms and Conditions, shall have no effect, unless that condition is expressly accepted by the business in writing.
The client must provide the business with a full and detailed brief, outlining the requirements of the project, including timescales for delivery, and any necessary specifications. The project cannot proceed until all relevant information has been provided.
- Terms of Payment
(i) All quotes are valid for 30 days from the date of the quote, and are subject to alteration due to amendments and/or changes requested by the client. Where the business and the client agree and approve a change and/or amendment, the revised project shall be repriced at the applicable rate, at the absolute discretion of the business, and will be approved by the client before any changes and/or amendments occur.
(ii) All prices quoted are inclusive of taxes and duties.
(iii) All projects require a 50% deposit to be paid, prior to work commencing.
(iv) Due to the varied nature of projects, they are priced on a project-by-project basis. The business will agree the cost with the client before the project commences. The price may be amended if additional services are required, see 3 (i).
(v) Payment of the outstanding balance is due, in full, within 14 days of the date of final invoice.
(vi) In the event that payment of the outstanding balance is not received by the due date, the business reserves the right to charge interest at the “rate of statutory interest” according to The Late Payment of Commercial Debts (Interest) Act 1998. Interest will be charged from the due date of payment. Any interest levied shall accrue on a daily basis, and shall accrue until all monies owed are paid in full. The client shall also be liable to pay all expenses and legal costs of the business in relation to obtaining full and final payment.
(vii) The levying of interest shall not extend the due date of payment, and the business also reserves the right to restrict or withhold the supply of further projects. In the case of clients who fail to make payments on time, further work may be carried out at the discretion of the business, provided full payment is made before work commences.
(viii) The client shall make all payments due to the business in full, without deductions of any nature, unless expressly agreed by the business.
(ix) Payment schedules for particularly large, or long-term projects, will be discussed and approved by the business and the client prior to any work commencing, and may require an amendment, in writing, from these set Terms and Conditions, e.g. staged payments.
(x) The client will be responsible for any additional expenses incurred throughout the project, e.g. stock images, music licensing, etc. These additional expenses will be approved by the client before they are incurred, and will be reflected on the quotation/invoice.
(xi) Client-driven delays, or rushes, may result in additional charges.
(xii) The business endeavours to deliver cost-effective and quality projects. Where the client accepts delivery of the project as satisfactory there is no provision for a refund. In the unlikely event the project is deemed to be unfit for purpose, the business will make every reasonable effort to rectify the situation with the client, or alternatively offer a partial refund at the business’ discretion. Should the client wish to terminate the project, at any time, they may do so according to the stipulations of Section 6.
(xiii) In relation to training provision or on-site consultancy, where appointments booked and accepted by the business are cancelled, the client is responsible for paying the business the appropriate fees for time spent creating the necessary training or consultancy resources. Training or on-site consultancy dates can be rescheduled up to 7 days prior to the agreed date without incurring additional costs. However, cancellation of a training or on-site consultancy less than 7 days prior to the agreed date incur a cancellation fee of 25% of the total cost.
- Terms of Delivery
(i) Where the client requests a particular method of delivery, i.e. physical and not digital, and the business agrees, then the client shall cover the cost of delivery, including the costs of any materials required. This will be reflected in the quotation/invoice.
(ii) In the case of delivery of physical goods, the business will ensure they are adequately packaged for transit. The business is not liable for claims for damage, or loss in transit. These must be made against the courier. While no liability for goods damaged, or lost in transit, will be accepted by the business, details of any claim should be advised to the business.
(i) In the event that any part of an invoice is disputed, the amount not under question shall be paid promptly, according to applicable payment terms. The client shall notify the business of any dispute within 7 days of the date of invoice. The business and the client will aim to resolve the dispute amicably and in a timely manner. If the client fails to notify the business of any invoice dispute within 7 days of the date of invoice, the invoice shall be deemed accepted by the client.
(ii) In the event of a dispute between the business and the client, the parties shall meet and/or communicate effectively and openly, using all amicable and constructive means, to resolve the dispute. This may include the services of an independent third party, selected with the agreement of both the business and the client.
(iii) If a dispute cannot be resolved through informal discussion, and/or the use of a third party, the dispute shall be submitted to the non-exclusive jurisdiction of the Courts.
- Termination and Cancellation
(i) Any cancellation of the client’s project shall have no effect unless expressly accepted by the business. Where the business accepts cancellation, the client shall pay any amounts outstanding on the project, for work completed to date, within 14 days from the date of cancellation.
(ii) Clients are expected to inform the business of the risk of cancellation, as soon as possible.
(iii) If the business is unable to complete the project due to illness, injury, or events beyond its control, including but not limited to: an act of God, legislation, war, fire, flood, failure of power supply, etc., the project may be outsourced to a trusted industry professional for completion, with the agreement of the client. Alternatively, the business will only charge for work completed to date, and will refund the difference to the client, if any. Any work completed up to the point of termination of the project may be handed over to the client, upon request.
(iv) In cases where the business is unable to complete the project, for the reasons listed above, the business is not liable for any additional expenses, damages, or claims from the client.
7. Ownership, Copyright, and Usage
(i) Any projects created by the business, remain the property of the business under Intellectual Property law. Payment by the client for a project does not transfer ownership of the project. For example, training materials, report templates, etc., created by the business.
(ii) The client may wish to have full copyrights, and full ownership of a project, which would allow the client to use the project for different/multiple uses, and the client will not have to credit the business when the project is used. The business does not have to agree to sell ownership. If agreeable by the business, this will incur additional charges.
(iii) In all cases, projects may be used by the business in promotional and marketing activities, unless otherwise agreed with the client, in writing, for confidentiality reasons. This may incur an additional charge.
(iv) In the case of a client cancelling a project, work that has been part-delivered, and any drafts and/or versions of work already delivered, cannot be used without the express consent of the business.
(v) The business may use a watermark/imprint, with the agreement of the client, and always in the case of speculative works.
(vi) The relationship between the client and the business will be that of an “independent contractor”, which means the business is not the client’s employee, worker, agent, or partner.
(vii) In summary, the client does not have copyright or ownership for any projects. If the client wishes to use the project for purposes other than its original intention, the client will have to seek the permission of the business. Full copyright for projects can be provided to the client upon payment of an additional fee, agreed with the business. This does not prevent the business from using the project in promotional activities, but does allow the client to use the project as they see fit, without the consent of the business on each and every occasion. However, the client would still need to make the business aware of each and every use of the project. Finally, full copyright and ownership of the project may be provided to the client, if the business wishes to do so, upon payment of a premium fee, agreed with the business. In this instance, the client can use the project as they see fit, and does not require permission from the business on each and every occasion, nor does the client need to inform the business of each use, or visibly credit the business. In this instance, the business would need to seek permission from the client to use the project in promotional activities.
(i) The business undertakes projects for clients for which the business is suitably trained, experienced, and/or qualified, and performs its services with reasonable care and skill. Many of the business’ services include providing professional advice and guidance on the client’s compliance with legislation, including recommendations for implementation. Ultimately, compliance with legislation and the implementation of appropriate actions are the sole responsibility of the client. The business does not accept liability for any loss, injury, or damages incurred through the provision and use of its services.
(ii) In no event shall the business be liable for: indirect, pure economic, or consequential loss or damage; expenses or loss of profits; loss of revenue, loss of contracts, or loss of opportunity; loss of or damage to goodwill; loss of anticipated savings or opportunity; loss of or loss of use of data and/or corruption of data; business interruption; aggravated, punitive, exemplary and/or special damages; loss or damage incurred by the client as a result of third party claims; any loss or damage to the extent that it is caused by or results from any use of the deliverables by the client in any manner other than that for which they were provided.
(iii) The business shall not be liable to the client, or be deemed to be in breach of these Terms and Conditions, for the failures of any other party, or for events deemed to be outside of the business’ reasonable control.
(iv) The business shall endeavour to meet all deadlines agreed with the client to the best of its ability, and shall notify the client at the earliest opportunity of any actual or potential delays. If the client fails to respond promptly with any required information, approval, or amendment requests, the business shall not be held liable for any delay in the finalisation of the project as a result of the client’s delay. Prolonged delays on behalf of the client, may result in additional charges.
(v) The business shall be released from its obligation to complete a project if a situation beyond the reasonable control of the business and the client occurs, rendering the completion of the project impossible (“force majeure”), until the cause of the situation is removed, or resolved.
(vi) The business shall not be liable for, and the client shall not have any right, claim, or cause of action against the business, for any delay in the completion of a project resulting from force majeure.
(vii) The client will indemnify the business for any loss or damage suffered if the client breaches any of these Terms and Conditions, or any special terms agreed between the parties, for any acts or omissions of the client, which are claimed against the business.
Where the project results in the production of reports, software, or other materials, i.e. deliverables, they will be submitted to the client in draft form for the client’s review, and the client shall provide the business with written feedback. The business will incorporate agreed changes to the draft deliverables, and then issue them to the client. If the client does not provide any written feedback in relation to the deliverables within 14 days of issue, those deliverables shall be deemed to be in final form. The project shall be deemed to be completed upon the issue of all deliverables in final form and/or upon the completion of all activity agreed with the client.
10. Events of Default
For the purposes of these Terms and Conditions, an “event of default” on behalf of the client shall be one or more of the following:-
(i) The client becomes insolvent.
(ii) The client ceases, or threatens to cease, to carry on its business.
(iii) A Receiver, Liquidator, Official Assignee or Statuary Manager of the client’s assets is appointed.
(iv) The client convenes a meeting of their creditors, or the client proposes a payment scheme with their creditors, or the client suspends payments generally.
(v) The client has failed to respond within 7 days to any Final Notice, or Solicitor’s Letter, requesting payment.
(vi) There is a change in the control, ownership and/or management of the client.
(vii) Any other event, which in the opinion of the business, gives rise for concern as to timely payment.
Following one or more of the above “events of default”, all monies owing by the client to the business, on any account whatsoever, shall become immediately due and payable in full.
11. Errors or Omissions
Clerical errors or omissions, whether in computation or otherwise, in any quotation, acknowledgement, or invoice, shall be subject to correction.
12. Proper Law
The contract and these conditions of sale shall he governed by the capital laws of Northern Ireland, and the Northern Irish courts shall have exclusive jurisdiction in connection herewith.
These Terms and Conditions were last reviewed in April 2018.