Terms & Conditions
Janette Beetham and Right Resources Limited Terms & Conditions
©Janette Beetham Commercial in Confidence http://www.right-resources.org.uk Standard Terms & Conditions.
a. Performance. Right Resources Limited agrees to provide the professional services set forth in any work proposed for. The daily figures are estimates only and may change based on a continual review of the system requirements during the term of the Agreement. In the event that Right Resources Limited determines that the daily requirements stated in this a proposal will be insufficient, Right Resources Limited shall notify Customer and any additional work shall not be performed until written authorisation has been granted by Customer.
b. Acceptance. Upon final completion of the services set forth in any proposal. Customer shall have seven (7) days in which to notify Right Resources Limited of any problems with the services provided or with the specifications developed during the term of the Agreement and provided to Customer in documentary form. If Right Resources Limited is not notified of any problems within this time period, the services performed shall be deemed accepted.
2. PAYMENT TERMS
a. Invoices. Right Resources Limited will invoice Customer as stated in agreement with payments being due seven (7) days after receipt of invoice. Payments not received when due shall accrue interest at a rate of two percent (2%) per month. Right Resources Limited retains the right to withhold any certificates, badgesand total ownership of all research/ consultancy work until the final amount is paid in full.
The term of the Agreement shall begin on the date that it is agreed by both parties and continue until the services are completed.
4. CUSTOMER OBLIGATIONS
a. Co-operation. Customer agrees that it will co-operate with and assist Right Resources Limited in the performance of the services requested pursuant to this Agreement and will provide the resources if deemed necessary for the fulfilment of the agreed services.
5. INTELLECTUAL PROPERTY
a. License. Right Resources Limited grants to Customer the right to use the materials provided for their own use and for the purposes of the specific service provided in the contract. Right Resources Limited holds the copyright of all materials used in coaching and training delivery and this should not be shared or used thereafter without written agreement from Right Resources Limited.
© Right Resources Limited – Commercial in Confidence http://www.right-resources.org.uk
RIGHT RESOURCES LIMITED SHALL IN NO EVENT BE LIABLE FOR LOSS OF PROFITS, GOOD WILL OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CUSTOMER OR OTHERS, AS A RESULT OF RIGHT RESOURCES LIMITED PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO RIGHT RESOURCES LIMITED OR COULD HAVE BEEN REASONABLY FORESEEN BY RIGHT RESOURCES LIMITED. RIGHT RESOURCES LIMITED LIABILITY ON ANY CLAIM FOR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT WHICH HAS BEEN PAID TO RIGHT RESOURCES LIMITED BY CUSTOMER FOR RIGHT RESOURCES LIMITED PERFORMANCE HEREUNDER.
Failure by either party to comply with any term or condition under this Agreement shall entitle the other party to give the defaulting party written notice requiring it to cure the default. If the party in default has not cured, or commenced to cure, if a cure cannot be performed within the time period set forth below, the default within 7 days after receipt of written notice, the notifying party shall be entitled, in addition to any other rights it may have under this Agreement or otherwise at law or in equity, to immediately terminate this Agreement.
8. PROPRIETARY/CONFIDENTIAL INFORMATION
Right Resources Limited and Customer acknowledge that proprietary and confidential information may be disclosed to each other throughout the term of this Agreement. Each party agrees that it will be bound to treat the proprietary or confidential information of the other party as it would its own confidential or proprietary information and, specifically, not to disclose the information to any third party except:
a. Information which at the time of disclosure is in the public domain;
b. Information which, at the time of disclosure is published or otherwise becomes part of the public domain through no fault of the party claiming that the information is not proprietary/confidential.
c. Information, which the party claiming that the information is not proprietary/confidential can show, was in its possession at the time of disclosure and was not subject to any restriction of confidentiality.
d. Information which the party claiming that the information is not proprietary/confidential can show was received by it after the time of disclosure hereunder from the third party who did not require the party claiming that the information is not proprietary/confidential to hold it in confidence and who had a legal right to make such disclosure.
9. GENERAL PROVISIONS
a. Force Majeure. If either party shall be prevented from performing any portion of this Agreement (except the payment of money) by causes beyond its control, including labour disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, such defaulting party shall be excused from performance for the period of the delay and for a reasonable time thereafter.
b. Jurisdiction. This Agreement and any claim, action, suit, proceeding or dispute arising out of the Agreement shall in all respects by governed by, and interpreted in accordance with the substantive laws of England. Venue for any actions arising under this Agreement shall vest exclusively in the courts of general jurisdiction of England.
c. Survivor of Terms. The provisions of this Agreement, which by their nature extend beyond the termination of the Agreement will survive and remain effect until all obligations are satisfied.
d. Waiver. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of such right or remedy on any other occasion.
e. Integration. This Agreement, including all referenced exhibits, schedules or documents, sets forth the entire agreement and understanding between the parties pertaining to the subject matter and merges all prior discussions between them. Neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter other than as expressly provided in this Agreement.
f. Superior Agreement. The Agreement shall not be supplemented or modified by any course of dealing or trade usage.
Variance from or addition to the terms and conditions of the Agreement in any purchase order or other written notification from Customer will be of no effect, unless otherwise expressly provided in the Agreement or agreed to in writing by both parties.
g. Assignment. The Agreement is not assignable by the Customer, in whole or in part, without Right Resources Limited prior written consent (which shall not be unreasonably withheld), save to the purchaser of the customer’s business and/or assets.
Notwithstanding, Right Resources Limited shall not unreasonably withhold consent to an assignment of the Agreement or any part of the Agreement to a parent, subsidiary or affiliate.
h. Notice. Unless otherwise agreed to by the parties, all notices required under the Agreement shall be deemed effective when received and made in writing by either (i) registered mail, (ii) certified mail, return receipt requested, or (iii) overnight mail, addressed and sent to the address first above written and to the attention of the party executing the Agreement or that person’s successor, or (iv) by telephone facsimile transfer appropriately directed to the attention of the party executing the Agreement or that person’s successor.
i. Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Right Resources Limited Terms & Conditions
© Right Resources Limited – Commercial in Confidence
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