EXPORTING MADE EASY
These Terms and Conditions of Service (the “Terms”) govern the provision of consultancy services by Exporting Made Easy (hereinafter referred to as the “Seller” or “Consultant”) to any client (hereinafter referred to as the “Client” or “Buyer”). By engaging the Seller for any services, the Client agrees to be bound by these Terms.
1. Definitions
1.1 “Services” means all consultancy and advisory services related to export sales provided by the Seller to the Client.
1.2 “Contract” means any agreement, including quotations, proposals, or written arrangements, between the Seller and the Client for the provision of Services.
1.3 “Party” or “Parties” refers to the Client and the Seller individually or collectively.
2. Acceptance of Terms
2.1 By engaging the Seller’s Services, the Client agrees to these Terms.
2.2 Any variations to these Terms, including changes to payment terms or scope of Services, must be agreed in writing by both Parties.
3. Services
3.1 The Seller will provide Services in accordance with the agreed scope as outlined in the Contract or any associated proposal.
3.2 The Seller will use reasonable care, skill, and diligence in the performance of the Services, but does not guarantee any specific results or outcomes related to the Client’s export sales efforts.
3.3 Any timelines provided are estimates and subject to adjustment depending on factors beyond the Seller’s control, including the Client’s prompt provision of necessary information.
4. Payment Terms
4.1 All payments are to be made in advance, unless otherwise agreed in writing by the Seller.
4.2 Invoices shall be issued upon acceptance of the proposal or commencement of the Services and are payable within ten days of the invoice date unless otherwise stated.
4.3 In the event of late payment, the Seller reserves the right to charge interest on overdue amounts at the rate of [8]% per annum above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 Failure to make payment may result in the suspension or termination of the Services, without further liability to the Seller.
4.5 All payments are to be made in British Pounds Sterling unless otherwise agreed in writing. The Client is responsible for any currency conversion fees or bank charges.
5. Client Obligations
5.1 The Client agrees to provide all necessary information, materials, and support required for the Seller to perform the Services in a timely and efficient manner.
5.2 The Client shall ensure that any information or data provided to the Seller is accurate, complete, and up-to-date.
5.3 The Client agrees to cooperate with the Seller in resolving any issues or delays that may arise during the course of the Services.
6. Confidentiality
6.1 Both Parties agree to keep confidential any proprietary or confidential information disclosed during the provision of Services, and not to use such information for any purpose other than fulfilling the obligations of the Contract.
6.2 Confidentiality obligations shall survive for three years following the completion of the Services.
7. Limitation of Liability
7.1 To the fullest extent permitted by law, the Seller’s liability for any claims arising out of or in connection with the provision of Services shall be limited to the amount paid by the Client for the Services in question.
7.2 The Seller shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, business interruption, or loss of opportunity, even if the Seller has been advised of the possibility of such damages.
7.3 The Seller’s total cumulative liability to the Client for all claims in connection with any Contract shall not exceed the total amount paid by the Client to the Seller under the Contract in the 12 months preceding the claim.
7.4 The Seller shall not be liable for any delay or failure to perform the Services due to circumstances beyond its control, including the Client’s failure to provide necessary information.
8. Intellectual Property
8.1 All intellectual property rights in any materials, reports, strategies, or methodologies developed or provided by the Seller in connection with the Services shall remain the exclusive property of the Seller, unless otherwise agreed in writing.
8.2 The Client is granted a limited, non-exclusive licence to use any such materials solely for its own internal purposes and in connection with the Services.
8.3 The Client may not copy, modify, distribute, or disclose any such materials without the Seller’s prior written consent.
9. Termination
9.1 Either Party may terminate the Contract by providing 30 days’ written notice to the other Party.
9.2 The Seller may terminate the Contract immediately if the Client breaches any material term of the Contract, including failure to make payment.
9.3 Upon termination, the Client shall immediately pay any outstanding amounts due to the Seller and return or destroy any confidential materials or information provided by the Seller.
10. Force Majeure
10.1 The Seller shall not be liable for any delay or failure to perform its obligations under the Contract due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, trade restrictions, or other events of force majeure.
10.2 If an event of force majeure continues for a period of 60 days or more, either Party may terminate the Contract by providing written notice to the other Party.
11. Dispute Resolution
11.1 In the event of a dispute arising out of or in connection with these Terms, the Parties agree to first attempt to resolve the dispute through good faith negotiations.
11.2 If the dispute cannot be resolved amicably, either Party may refer the dispute to mediation in accordance with the rules of the Centre for Effective Dispute Resolution (CEDR).
11.3 If mediation is unsuccessful, the dispute shall be submitted to the courts of England and Wales, which shall have exclusive jurisdiction.
12. Governing Law
12.1 These Terms and any Contract shall be governed by and construed in accordance with the laws of England and Wales.
12.2 The courts of England and Wales shall have exclusive jurisdiction over any disputes arising under or in connection with these Terms.
13. Miscellaneous
13.1 Entire Agreement: These Terms, along with any Contract or written agreement, constitute the entire agreement between the Seller and the Client and supersede any prior agreements, whether written or oral.
13.2 Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.3 No Waiver: No failure or delay by either Party in exercising any right or remedy under these Terms shall operate as a waiver of such right or remedy.
13.4 Assignment: The Client may not assign or transfer its rights or obligations under the Contract without the prior written consent of the Seller.
Exporting Made Easy, 25 Britannia Square, Worcester, WR1 3DH
By engaging the Seller’s Services, the Client acknowledges and agrees to these Terms and Conditions of Service.