Terms Of Business
The contract
1. The whole of the contract between you (the ‘client' or ‘you') and Cathy Watson Associates (‘Cathy Watson Associates' or ‘we') is described in the covering Engagement Letter, and these Terms of Business. Nothing we discussed prior to your acceptance of the Engagement Letter induced the contract or forms part of it unless it is specifically set out in this contract.
2. The printed terms of any purchase order and other communications issued by you in connection with the services will not apply unless accepted in writing by Cathy Watson Associates. No-one is authorised to agree any variations in the contract unless any variations are documented and agreed in writing between us.
3. If we have already started work then you agree that this contract applies retrospectively from the start of our work.
4. If there is a conflict between these Terms of Business and the Engagement Letter (save where the Engagement Letter expressly modifies these Terms of Business) these Terms of Business govern.
5. The contract is between you and Cathy Watson Associates. You agree that your relationship is solely with Cathy Watson Associates as the entity contracting with you to provide the services. Cathy Watson Associates neither owes nor accepts any duty to any person other than you.
6. This contract does not make either of us an agent or legal representative of the other, nor does it create a partnership or joint venture. Cathy Watson Associates in providing the services is acting as an independent contractor.
Our responsibilities to you
7. The scope of our services and any deliverables to be provided under the contract are as described in the engagement letter.
8. We will use all reasonable efforts to supply the services in accordance with any timetable referred to in the engagement letter or otherwise specified by the parties. However, unless both parties specifically agree otherwise in writing all dates given by Cathy Watson Associates or specified by you for the supply of the services are intended for planning and estimating purposes only and are not contractually binding.
Data protection
9. In providing the services to you we may need to collect, hold and use information (eg contact details) about identifiable individuals (data subjects). We may also use such information as part of our client account opening and general administration process. Should your officers or employees enquire, please inform them that we may hold information relating to them for these purposes.
Your responsibilities
10. You are responsible for determining that the scope of the services is appropriate for your needs. Our performance of the services, the timetable, the level of our charges and any fee estimates each depend on the accuracy and completeness of any assumptions set out in the Engagement Letter and you performing your obligations under the contract. Please tell us if you believe any of these assumptions are unrealistic for any reason.
11. You will give us all the information that is necessary for the performance of the services. Please note that, other than as set out in the Engagement Letter we will not audit or otherwise test or verify the information provided to us in the course of the services. You agree that we shall be entitled to rely on all information provided to us and on your decisions and approvals in connection with our services and to assume that all such information provided to us from whatever sources is true, complete and not misleading. We will not be responsible for the consequences should any of the information provided to us in the course of the services not be complete, accurate or current.
12. Where needed to assist us in performing the services, you will take decisions and obtain management approvals promptly. You also agree to keep us promptly informed of any proposals or developments in your business relevant to the services.
13. You agree that you remain solely responsible for managing all aspects of your business and for taking all decisions. This includes applying your independent business judgement to evaluate any advice or recommendations that we give you. You will be responsible for deciding whether our services make sense in the context of your business and whether you wish to rely on, implement or act on them, including the actions necessary to realise any expected benefits.
14. You will be responsible for paying charges in accordance with this contract.
Responsibilities to each other
Confidentiality
15. Each party agrees where it is in possession of information about the other that is by its nature confidential, or is designated as such (whether in writing or orally) including this contract we each undertake to keep it confidential, use it only in connection with providing and receiving the services and not to disclose it to any other person without the others prior written consent. These undertakings will not apply to any information that is, or becomes generally publicly available for reasons not due to the recipient’s default, was possessed without any obligation of confidence prior to the commencement of the services (or prior to being designated as Confidential Information) or is lawfully acquired from a third party who is under no obligation of confidence.
16. When offering our services to others we may disclose to them that we have acted for you unless you instruct us to the contrary.
17. Nothing in this contract will prevent or restrict Cathy Watson Associates from providing services to other clients (including services which are the same or similar to the services) or using or sharing for any purpose any knowledge, experience and skills used in, gained or arising from performing the services subject to the obligations of confidentiality set out above. This applies even if those other clients’ interests are in competition with your own.
18. Equally, you agree that to the extent that we possess information obtained under an obligation of confidentiality to another client or third party, we are not obliged to disclose it to you or make use of it for your benefit, however relevant it may be to the services we are providing.
Electronic Communications
19. We each agree that where appropriate we may communicate with each other electronically over the internet (including by way of e-mail). We each recognise that the internet is inherently insecure, that data can become corrupted, communications are not always delivered promptly (or at all) and that other methods of communication may be appropriate. In addition, electronic communications and the internet are prone to contamination by viruses. We each recognise these hazards and so each of us will be responsible for protecting our own systems and interests and neither of us will be responsible to the other on any basis for any loss, damage or omission in any way arising from the use of electronic data (including e-mail) or the internet as a form of communication. Nothing in this clause shall exclude any liability arising from the negligent addressing of an e-mail.
Personnel
20. Each party will be responsible for ensuring that its staff involved with the provision and receipt of the services have the appropriate skills and experience.
Deliverables
Acceptance
21. For the purposes of this contract Deliverables shall mean any item to be delivered to the client as part of the services. You agree that each Deliverable will be deemed accepted by you (and our services, or the relevant part of them, completed) when the acceptance procedures specified in the engagement letter for that Deliverable are successfully completed, or in the absence of such procedures if that Deliverable is not rejected by you in writing within 15 days of delivery, or when you first make use of the Deliverable, whichever occurs first.
22. The Deliverables and any other advice we provide to you are for your exclusive use for the purpose described in the Engagement Letter. They must not be used for any other purpose, copied or made available to any other person without our prior written express consent.
Post Date Events
23. We have no responsibility to update any Deliverable for events occurring after acceptance of that Deliverable unless provided otherwise in the Engagement Letter, or to monitor its continuing relevance or suitability for your purposes.
Warranties
24. Cathy Watson Associates warrants that it will perform the services with reasonable care and skill. Cathy Watson Associates’ obligation and your remedy for any breach of this warranty is that we will re-perform any non-conforming services as soon as reasonably practical, provided that you give us written notice of any breach within 30 days after the non-conforming services are performed. We will have no other liability for any breach of the warranty in this clause if we re-perform the non-conforming services in compliance with such warranty.
Charges and payment
25. We will render invoices in respect of the services comprising our fees and out-of-pocket expenses. Unless specified otherwise we will invoice our charges on completion of separate stages of work. These invoices are due for settlement within 14 days of receipt (Due Date). Cathy Watson Associates shall have the right to suspend the provision of further services if payment is not received by the Due Date. If you dispute any portion of an invoice you shall notify us within seven days of receipt of the disputed invoice and pay the undisputed portion of that invoice by the Due Date.
26. We will be entitled to receive all charges incurred up to the date of termination of this contract for any reason.
Force Majeure
27. Neither party will be liable for delays or failures in performance or breach of contract due to circumstances beyond reasonable control of either party.