Introduction
These Terms and Conditions (“Terms”) govern your access to and use of the services (“Services”) provided by BS Consult Ltd. (“we,” “us,” or “our”). By accessing or using our Services, you agree to comply with and be bound by these Terms. Acceptance of these Terms can only be confirmed through a signed document or online acceptance via a secure portal.
Definitions
- Client: The individual or entity receiving the Services from BS Consult Ltd.
- Monthly Fee: The amount charged monthly for the Services, as specified in the Quote/Proposal, exclusive of VAT and any other applicable taxes or charges.
- Initial Term: The minimum commitment period required for the Services, as specified in the Quote/Proposal.
- Services: The mentoring and strategic business management consulting services provided by us to the Client, subject to limitations or exclusions specified.
- Quote/Proposal: The document provided by us outlining the specific details, including pricing, service description, and payment terms.
- Notice Period: The period required for either party to terminate the agreement, as specified in the Quote/Proposal. Unless specified otherwise in the Quote/Proposal, the Notice Period shall be one full calendar month.
Business Information
- Business Name: BS Consult Ltd. (registered in England and Wales 12932128)
- Registered Office: 71-75 Shelton Street, Covent Garden, London WC2H 9JQ.
- Contact Information: Telephone: +44 (0) 20 3404 0333, Email: [email protected]
Services
We provide mentoring and strategic business management consulting to Managed Service Providers (MSPs) and technical businesses. Services can be delivered globally. Service limitations and exclusions will be specified in the Quote/Proposal.
Service Delivery
All Services are delivered via video or voice calls. Our Services are available to clients globally.
Payment Terms
- Payment Methods: Payments for our Services shall be made via direct debit or credit card auto-pay, billed monthly in advance.
- Payment Schedule: The specific pricing and payment schedules will be detailed in the accompanying Quote/Proposal. The Quote/Proposal and these Terms should be read together to form the agreement.
- Late Payments: In the event of late payment, we reserve the right to charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. If the Act does not apply, an interest rate of 8% plus the Bank of England base rate shall be charged.
- Payment Disputes: Any payment disputes must be communicated in writing within 10 days of the invoice date. We will work to resolve any disputes promptly and fairly.
Client Responsibilities
Clients are required to:
- Actively participate in scheduled calls and sessions.
- Provide all necessary information and documentation required for the effective delivery of Services.
- Ensure full cooperation and grant access to relevant information as needed for the provision of Services.
If a Client is unable to attend a scheduled session, they must provide a minimum of 48 hours’ notice to reschedule. Rescheduling may not always be possible, and no refunds will be provided for missed sessions. Calls/sessions cannot be carried over from month to month.
Non-compliance with these responsibilities may result in the suspension or termination of Services.
Confidentiality and Non-Disclosure
Both parties agree to maintain the confidentiality of all information disclosed during the course of the engagement. Specific confidentiality and non-disclosure agreements (NDAs) may be executed as necessary to protect Client information. The confidentiality obligations shall remain in effect during the term of the agreement and for a period of three (3) years following the termination of the agreement.
Intellectual Property
We retain all rights, title, and interest in and to all intellectual property developed or provided in connection with the Services.
Clients are granted a non-exclusive, non-transferable, royalty-free license to use the intellectual property solely for their internal business purposes. The intellectual property cannot be used to compete directly or indirectly with us.
Termination
Either party may terminate the agreement after the Initial Term by providing written notice to the other party. The Notice Period shall be as specified in the Quote/Proposal.
Termination for cause, including breach of terms or non-payment, may occur immediately upon written notice, subject to a cure period of 10 days to address the breach.
If the Client terminates the agreement before the end of the Initial Term, or if the agreement is terminated for cause, the full amount due for the remainder of the Initial Term or the Notice Period (whichever is applicable) will become immediately due. This is to partially compensate for the value of the intellectual property delivered under the agreement.
Limitation of Liability
To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your use or inability to use the Services; (b) any unauthorized access to or use of our servers and/or any personal information stored therein.
In any event, our total aggregate liability under or in connection with this agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to:
- For recurring services, the total amount paid by the Client for the Services in the preceding three (3) months prior to the event giving rise to the liability.
- For one-time services, the total amount paid by the Client for the Services under this agreement.
This limitation does not exclude or limit our liability for:
- Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors;
- Fraud or fraudulent misrepresentation;
- Any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Indemnity
Clients agree to indemnify, defend, and hold harmless us, our directors, officers, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, or your violation of these Terms.
We agree to indemnify the Client for claims arising from our own negligence or breach of contract.
Dispute Resolution
Any disputes arising out of or in connection with these Terms shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiations, it may be submitted to mediation as a first step. If mediation is unsuccessful or impractical, the dispute may then be submitted to arbitration or court. If arbitration is unsuccessful or impractical, either party may submit the dispute to the courts of England and Wales.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.
Amendments
We reserve the right to unilaterally update these Terms at any time by publishing the revised Terms on our website. Significant changes will be notified to clients at least 30 days in advance. Clients have the right to terminate the agreement if they disagree with the changes. Continued use of our Services following such updates constitutes acceptance of the revised Terms.
Entire Agreement
These Terms, together with the accompanying Quote/Proposal, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, and representations, whether written or oral. Any other agreements must be in writing and signed by both parties to be valid.
Severability
If any provision of these Terms is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
Force Majeure
We shall not be liable for any failure or delay in performing our obligations under these Terms if such failure or delay is caused by circumstances beyond our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. The affected party must notify the other party promptly and provide an estimate of the expected duration of the force majeure event.
Service Level Agreements (SLAs) and Response Times
Any response times or SLAs mentioned are on a best-effort basis only. They are not contractual, and there is no penalty for missing them.
Independent Contractor
We are engaged as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between us and the Client.
Non-Solicitation
During the term of this agreement and for a period of 12 months thereafter, the Client agrees not to solicit or hire, directly or indirectly, any employee or contractor of ours without prior written consent.
Insurance
We shall maintain adequate insurance coverage, including professional indemnity insurance, during the term of this Agreement to cover any potential liabilities arising from the Services provided.
Compliance with Laws
Both parties agree to comply with all applicable laws, regulations, and ordinances in connection with their performance under this Agreement.
Subcontracting
We may engage subcontractors to perform any part of the Services, provided that we remain responsible for the performance of the Services and compliance with the terms of this Agreement.
Notices
Any notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided in the Quote/Proposal. Notices shall be deemed given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email or facsimile; or upon receipt, if sent by certified or registered mail, return receipt requested.
Waiver
The waiver by either party of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default. The failure of either party to enforce any term of this Agreement shall not be deemed a waiver of such term or any other term.
Assignment
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that we may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of our assets.
Publicity
We may include the Client’s name and a brief description of the Services provided in our marketing materials, including our website, unless the Client expressly requests in writing that this information be kept confidential.