Consultancy Terms and Conditions
These terms and conditions (Terms) together with the registration form on the website (Contract), comprise the entire agreement under which South Bank University Enterprises Limited (SBUEL), an affiliate of London South Bank University (LSBU), will provide Consulting services (Services) to you. Please read the Terms carefully before you submit your order to us. These Terms will tell you what your rights are in relation to the contract.
Your attention is particularly drawn to the provisions of clause 10 (Limitation of liability).
1. Placing an order and its acceptance
1.1 Placing your order.
For Individuals: Please add any of the options under the Consultancy section of the website to your basket and follow the onscreen prompts to place your order.
For Businesses: Please assign any of the options under the Consultancy section of the website to a user and follow the onscreen prompts to place your order.
You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any information submitted by you is complete and accurate.
1.2 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
2. Cancelling your order and obtaining a refund
2.1 You may cancel the Contract and receive a refund, if you notify us as set out in clause 2.1 within 14 days of your receipt of the Order Confirmation. You cannot cancel the Contract once we have completed the Services, even if the 14-day period is still running.
2.2 To cancel the Contract, you must email us at firstname.lastname@example.org including details of your order to help us to identify it. Your cancellation is effective from the date you send us the email. For example, you will have given us notice in time as long as you email us before midnight on that day. We will email you to confirm we have received your cancellation.
2.3 If you cancel the Contract, we will refund you in full for the price you paid for the Services, by the method you used for payment. We may deduct from any refund an amount for the supply of the Services provided for the period up to the time when you gave notice of cancellation in accordance with clause 2.1. The amount we deduct will reflect the amount that has been supplied as a proportion of the entirety of the Contract.
3. Our services
3.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
3.2 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
3.3 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill but do not warrant that any result or objective whether stated in this agreement or not shall be achieved, be achievable or be attained at all or by a specified date.
3.4 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
4. Your obligations
4.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us in all matters relating to the Services;
(c) you provide us, our employees, agents, consultants and subcontractors, with access to your facilities as we may reasonably require;
(d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) you comply with all applicable laws, including health and safety laws;
(g) you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
4.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 4.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 12 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
5.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 5.
5.2 The Charges are the prices quoted on our site at the time you submit your order. However, if you wish to change the scope of the Services after we accept your order, and we agree to such change, or if the scope of the Services to be provided to you requires additional time and resources, we will modify the Charges accordingly.
5.3 We use our best efforts to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 5.6 for what happens if we discover an error in the price of the Services you ordered.
5.4 Our Charges may be exclusive or inclusive of VAT. Where VAT is payable in respect of some or all of the Services, it is itemised on the payment screen, and you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
5.5 It is always possible that, despite our best efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
6. How to pay
6.1 Payment for the Services is in advance. We will take your payment upon acceptance of your order as follows:
For Individuals: You can pay for the Services using a debit or credit card.
For Businesses: You can pay for the Services using a debit or credit card or by invoice.
6.2 We use WPM as our payment provider for payments made by debit or credit card and they accept the following cards:
- Visa Debit
- Visa Electron
6.3 We will send you an electronic invoice immediately on receipt of your payment. For any failed or cancelled payments, a £20 administration fee will be levied.
6.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 12 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.5 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
If a problem arises or you are dissatisfied with the Services, please contact email@example.com.
8. Intellectual property rights
8.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
8.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy the deliverables specified in your order (excluding materials provided to you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 8.2.
8.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
9. How we may use your personal information
9.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services;
(c) inform you about similar services that we provide if you have opted into this service, but you may stop receiving these at any time by updating your marketing preferences in your profile;
(d) assess your suitability for the consultancy offering and vet applicants;
(e) provide you with information;
(f) provide you with support and reasonable adjustments; and
(g) assess the content of the consultancy offering.
10. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
10.3 Subject to clause 10.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
10.4 This clause 10 will survive termination of the Contract.
11.1 We each undertake that we will not at any time during the Contract, and for a period of 3 years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.
11.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
12. Termination, consequences of termination and survival
12.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
12.2 Consequences of termination
(a) On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
(b) Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
12.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13. Events outside our control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
14. Communications between us
14.1 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email at firstname.lastname@example.org.
14.2 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
14.3 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
15.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
15.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
15.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
15.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.