Terms of Service

KVF Consultants Ltd Terms and Conditions of Service

 

1. Application and entire agreement

   1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by KVF Consultants Ltd. a company registered in England and Wales under number 08290253 whose registered office is at 2 St. Mary's Court, Salisbury, Wiltshire SP2 7PD (we or us or Service Provider) to the person buying the services (you or Customer).

   2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

   3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Interpretation

   1. In these Conditions:

‘Customer’ means the person who accepts a quotation of the Company for the provision of the Services or whose order for the Services is accepted by the Company.

‘Company’ means KVF Consultants Ltd and its subsidiaries (registered in England and Wales under Company number 08290253).

‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Customer and the Company.

‘Contract’ means the contract for the provision of the Services.

‘Intellectual Property Rights’ means, but is not limited to, all patents, registered and unregistered designs, copyrights, design rights, registered and unregistered trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.

‘Output Material’ means data, documents, audit results and other information prepared by the Company in relation to the Services.

‘Services’ means the provision of consultancy, assessment, testing, results, survey, training, inspection, advice or other services which the Company undertakes to perform or provide for The Customer under the Contract.

‘Writing’ includes electronic mail, facsimile transmission and comparable means of communication.

A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

Words imparting the singular number shall include the plural and vice-versa.

 

1. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.

2. The headings in this Condition are for convenience only and shall not affect their interpretation.

 

1. Basis of the sale

   1. The Company shall provide the Services, and the Customer shall pay for the same in accordance with any written quotation or tender of the Company which is accepted by the Customer, or any written order of the Customer, which is accepted by the Company, subject in either Case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.

   2. No Variation to these Conditions shall be binding unless agreed in Writing between the authorised representative of the Customer and the Company.

   3. The Company’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Company in Writing. In entering into the Contract, the Customer acknowledges that it does not rely on and waives any claim for breach of, any such representations which are not so confirmed.

   4. Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance or offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

   5. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

   6. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

   7. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

 

1. Your Obligations for Services, Orders, Products and Specifications        

   1. No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative.

   2. The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

   3. The Company reserves the right to make any changes in the specification of the Services which are required to conform with any safety or other statutory requirements at any time during the term of the Contract.

   4. No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on condition that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), professional fees, damages, charges and expenses incurred by the Company as the result of cancellation.

   5. The Company reserves the right to apply an administrative charge if a representative of the Company travels to a customer location to provide Services and cannot complete due to the Customer not being able to fulfil the requirements of the Service to be rendered. Dependent on the nature of the visit, the fee to be charged will be £125.00 + VAT with any travel expenses added, where applicable, for scheduled visits to Customer locations to cover administrative and fuel expenses. Failure by the customer to support a Company representative during training visits will result in a fee of 75% of the cost of the training to be delivered.

   6. You must obtain any permissions, consents, licenses or otherwise that we need and must provide us with access to any and all relevant information, materials, properties, and any other matters which we need to provide the Services.

   7. If you do not comply with clause 4.6, we can terminate the Services.

   8. If you wish to amend the details of the Services, you must tell us in writing as soon as possible. We will make reasonable efforts to make any required changes, and additional costs will be included in the Fees and invoiced to you.

   9. Cancellation of any Services must be notified in writing providing at least 90 days’ notice. Upon written acceptance of termination by the Company, all monies owing to the Company by the Customer must be settled in full.

   10. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

 

1. Price of Services

   1. The price of the Services shall be the Company’s quoted price. All prices quoted are valid for 30 days only from the date of the quotation or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.

   2. The Company reserves the right by giving notice to the Customer at any time before commencement of the Services, to increase the price of the Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

   3. The Customer agrees to pay reasonable travel and subsistence expenses incurred by the Company as detailed in any quotation.

   4. Value Added Tax (‘VAT’) will be added to all charges at the rate applicable at the tax point at the time of invoice. Where the Customer is registered for VAT within the European Union but outside the United Kingdom the work will be zero-rated provided the Company has been notified of the Customer’s VAT registration number. If the Customer is not registered or the Company has not been so notified, VAT at the rate applicable at the tax point shall become payable.

   5. The Company is not responsible in determining whether the provision of Services to the Customer is liable to VAT and if no VAT is levied on the Company’s invoice(s) the Customer indemnifies and will continue to indemnify the Company against any such charge requested by the UK VAT authorises or UK Inland Revenue.

 

1. Terms of payment

   1. Subject to any special terms agreed in Writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the total price of the Services under the Contract at any time after commencement of the same. We will invoice you for payment of the Fees either:

      1. when we have completed the Services; or

      2. on the invoice dates set out in the quotation.

   2. The Customer shall pay the price of the Services inclusive of VAT, where applicable, within 15 days of the date of the Company’s invoice in pounds Sterling. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

   3. If the Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

      1. Cancel the Contract or suspend any further provision of the Services to the Customer with immediate effect. Any such period of suspension shall be disregarded for the purpose of contractual time limits previously agreed for the completion of the Services:

      2. under The Late Payment of Commercial Debts (Interest) Act 1998, charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above (Barclays Bank Plc) base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest): and

      3. Charge the Customer the costs of recovery of any outstanding amount including legal costs and disbursements and charge any Bank charges incurred on representing cheques or requesting special clearance thereof.

      4. Charge the customer, in addition to the Fees set out in the quotation, the following costs incurred:

         1. reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence, and any associated expenses;

         2. the cost of services provided by third parties and required by us for the performance of the Services; and

         3. the cost of any materials required for the provision of the Services.

 

1. Force Majeure

   1. The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control, including but not limited to acts of God, strikes, lock outs or other labour disputes (whether or not relating to either party’s workforce), accidents, war, national emergency, acts of terrorism protects, riot, civil commotion, fire explosion, flood, epidemic, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration, service provider or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services.

 

1. Accuracy

   1. Any Services provided by the Company comprising but not limited to advice data, results and conclusions are based on information supplied by the Customer and evidence known at the time to the Company. The Customer shall supply all necessary information, data, drawings, and items necessary to the timescale required by the Company and shall arrange, at the Customer’s expense and risk, for the conveyance of all test items to and from the Company’s appointed laboratories unless the conveyance of samples and other items forms an integral part of the Services rendered. All Data provided, conclusions reached, or recommendations made by the Company rely on scientific and engineering concepts disciplines and procedures used or adopted by the Company and the Company does not warrant that the same will necessarily be achieved by other parties, or that such conclusions or recommendations will necessarily be valid in circumstances other than those of which the Company has direct experience. Any Services provided are believed to be accurate and reliable subject to the limitations of normal experimental uncertainties.

   2. The Company is not obliged after the carrying out of any Services to inform the Customer of any subsequent changes to industry procedures, policies and/or Statutory Requirements which may come into force from time to time.

   3. If any changes to industry procedures, policies and/or Statutory Requirements are introduced after Services have been provided to the Customer the Company will not be liable for these changes or any effect, they have on the previous Services provided to the Customer.

 

1. Confidentiality and Intellectual Property

   1. The property, and any copyright, design rights or other Intellectual Property Rights in any Output Material shall, unless otherwise agreed in Writing between the Customer and the Company, belong to the Company, but the Customer shall be entitled to use the Output Material for the purposes of utilising the Services by way of an exclusive license, subject to payment in full of all sums payable under this Contract.

   2. Any information provided by the Customer which is so designated by the Customer and any Output Material shall be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company shall be kept confidential by the Customer: but the foregoing shall not apply to any documents or other materials, data or other information which either party is required to disclose by law or by statutory requirements or which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

   3. The Output Material is prepared exclusively for the Customer for the purposes of the Contract and may not under any circumstances be used by any third party. The Company is not liable for any Output Material so used and the Customer shall indemnify the Company against all liability and loss, damages and expenses of any kind whatsoever awarded against or incurred by the Company in connection with any claims by third parties in connection with such use of the Output Material

   4. The Customer shall not by any act or omission do or authorise any third party to do anything which would or might invalidate or be inconsistent with any Intellectual Property Rights, design rights or copyright of the Company in the Output Material

   5. The Customer shall promptly notify the Company in Writing of any actual or suspected infringement of the Company’s Intellectual Property Rights, design rights or copyright in the Output Material which comes to the Customer’s notice.

   6. While the Company is not aware, to the best of its knowledge, that any Output Material is an infringement of any design rights, copyright, or other Intellectual Property Rights of any third party, it does not give any particular warranty in this respect.

 

1. Warranty and Limitation of Liability

   1. Except as expressly provided in this Contract and so far as is permitted by statute all warranties, conditions, guarantees or representations, express or implied, statutory or otherwise are hereby excluded, and the Company shall not be liable for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by any defects or deficiencies of any sort in the Services, (including any delay in providing or failure to provide the Services) whether such defects or deficiencies are caused by the negligence of the Company or its employees or agents or otherwise.

   2. The Services are provided to and for the benefit of the Customer exclusively and all collateral warranties are hereby excluded. The Company shall not be liable to any third party who seeks to use the Services without the Company’s express written permission for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by any defects or deficiencies of any sort in the Services whether such defects or deficiencies are caused by the negligence of the Company or its employees or agents or otherwise.

   3. The Company shall have no liability to the Customer for any loss, damage, costs, expenses, or other claims for compensation arising from any instructions supplied by the Customer which are incomplete, incorrect, inaccurate, or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.

   4. No liability is accepted by the Company for loss or damage howsoever caused to any goods or samples submitted for examination by the Customer. Following examination of the goods or samples the remainder will only be returned to the Customer upon written request. Unless the Company receives notice in Writing to the contrary the Company shall be entitled to dispose of all goods or samples within 6 months of the completion of the Contract.

   5. Nothing in this Contract shall limit or exclude the Company’s liability for death or personal injury resulting from the negligence of the Company or that of its employees or agents.

   6. The entire liability of the Consultancy under or in connection with the Agreement shall not exceed a multiple of 10 (ten) times the Company’s charges for the provision of the Services under the Contract.

   7. The Customer shall indemnify and keep the Company indemnified against all costs, expenses, damages, or other losses of any kind whatsoever incurred or suffered by the Company as a result of any claims made against the Company due to the infringement of any regulation, enactment, or legislation by the Customer.

   8. The Customer is under a duty to mitigate any losses howsoever caused.

   9. The Customer acknowledges and agrees that the limitation of liability contained in this clause is:

      1. Fair and reasonable;

      2. reflected in the level of charges and of insurance cover carried by the Company;

      3. just and equitable having regard to the extent of the responsibility of the Company for any loss or damage suffered, on the basis that all other consultants, the contractor, and any subcontractors who have a liability shall be deemed to have provided contractual undertakings to the Customer on terms no less onerous than those contained in this Contract.

 

1. Publicity

   1. The Company’s name shall not be used in connection with the Contract for purposes of publicity promotion or advertising without the prior written approval of The Company. The Company may publish or join in publishing any description or illustration of the works with the prior consent of the Customer.

 

1. Non-solicitation of Staff

   1. The Customer shall not solicit or entice away or seek to entice away from the Company to work for its business, whether as principal, agent, partner, director, employee, secondee or consultant, any person who is or was employed or engaged by the Company in providing the Services, at any time during the term of the Contract or for 6 months thereafter.

   2. Should the Customer be in breach of clause 12.1 above, then it shall pay to the Company a sum to cover the Company’s reasonable losses in this matter.

 

1. Data Protection

   1. The Company may consult or register information about the Customer and the conduct of the Customer’s account with a licensed credit reference agency. The Company may also consult a licensed credit agency about any credit information that they hold on the Customer, or the Customer’s principal directors. The Company will keep a record of that search either on computer or on manual records.

   2. As part of its marketing policy the Company and its subsidiaries may send to the Customer from time-to-time details of its products and Services. If the Customer does not wish to receive these details, then please contact an authorised representative of KVF Consultants Ltd. (registered in England and Wales under Company number 08290253) in writing.

   3. The Customer shall indemnify the Company for any breach of the Data Protection Act 1998 in respect of the information provided to the Company by the Customer.

   4. When supplying the Services to the Customer, the Company may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

   5. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended, and/or re-enacted from time to time.

   6. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.

   7. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.

   8. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors, or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

   9. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

   10. Further information about the Service Provider's approach to data protection is specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following e-mail address: info@kvf-consultants.co.uk

 

1. Dispute Resolution and Applicable Law

   1. Any dispute or difference arising out of or in connection with this Contract may be referred, at the option of either party, to adjudication. The person who is to act as the adjudicator shall be agreed between the Customer and the Company.

   2. Notwithstanding clause 14.1 above the Company can refer any disputes relating to its Intellectual Property Rights, design rights, copyright, and late payment of monies due under the Contract, to the Courts without having recourse to the adjudication process.

   3. The Contract shall in all respects be subject to and construed in accordance with English Law and the Customer submits to the exclusive jurisdiction of the English Courts.

 

1. Events of Default, Termination, Repossession, Suspension

   1. If:

   2. the Customer fails to pay any sums when due or otherwise materially breaches any of the terms of the Contract or any other terms agreed with the Company: or

   3. the Customer is, or for statutory purposes is deemed to be or appears to be unable to pay its debts as they become due, or the value of its assets is less than the amount of its liabilities (including contingent and prospective liabilities) or the Customer otherwise becomes insolvent or suspends payment or threatens to do so or ceases to trade; or

   4. the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction): or

   5. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer: or

   6. the Customer ceases, or threatens to cease, to carry on business; or

   7. where the Customer is an individual or partnership, he or any partner dies; or

   8. outside England and Wales anything corresponding to any of the above occurs: or

   9. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer. The Customer shall notify the Company forthwith in Writing of such event.

   10. If the Company or any party convenes any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

   11. In all the above cases the Company may (at its discretion, whether or not it has received notice from the Customer as set out in clause 15.1 and without prejudice to its other rights hereunder or otherwise) at any time by notice to the Customer do any one or more of the following:

       1. terminate, cancel, and/or rescind the Contract and other contracts with the Customer with immediate effect;

       2. declare immediately due, payable, and interest-bearing under clause 6.3.2. above any amounts owed by the Customer to the Company under any contract;

       3. suspend the provision of any Services to the Customer;

       4. proceed against the Customer for any sums owing under the Contract and/or damages, as appropriate.

   12. The use by the Company of any of the provisions set out in clause 15.2 does not prejudice or affect any right of action or remedy which has accrued or shall accrue to the Company thereafter.

 

1. General

   1. Any notice required or permitted to be given by either party to the other under these Conditions shall be served by recorded delivery only addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

   2. No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver, whether it is a waiver of a breach of the Contract or a waiver of the Company’s rights under the Contract, will only be effective if it is confirmed in Writing by the Company. The Company’s employees or agents are not authorised to make any waivers, of any kind, unless confirmed by the Company in Writing.

   3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder or the provision in question shall not be affected thereby.

   4. The parties acknowledge that, except as specifically provided in this Contract it is not their intention that any third party shall be entitled to enforce any term of this Contract which may confer a benefit on that third party, whether any such entitlement would, but for this provision, arise under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

   5. KVF Consultants Ltd cannot be held liable for any charges or costs incurred by the Customer through enforcing authority intervention or prosecution.

   6. We can at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

   7. You must not, without our prior written consent, assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.