Standard Terms

Standard Terms of Engagement

Services

The scope of the Services to be provided to the Client by dms will be agreed in writing.
If the Client requires any additional services or any change to the agreed Services, dms will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the Client upon request.

Commencement / duration of services

If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date dms begins to carry out any of the Services.
The Services will continue until they are completed, unless the Appointment is terminated early in accordance with these Terms of Engagement.

Fees and expenses

The fees payable for the Services will be as agreed in writing between the Client dms. Unless otherwise specified, fees will be payable by monthly instalments against the dms's invoices - payment to be due 30 calendar days after the invoice date.
Out of pocket expenses (including travel, hotel, telecommunications and other subsistence costs) will be recoverable in addition to fees and the appropriate amounts will be added to dms's invoices. All expenses will be charged at cost.
The daily and hourly rates quoted to the Client are subject to review annually on 1st January each year.
dms will be entitled to interest on overdue accounts at the rate of 2% above the Base Rate of Royal Bank of Scotland PLC, calculated on a daily basis from the due date until payment is received by dms.
The daily and hourly rates of the dms's personnel quoted to the Client will, unless otherwise agreed, apply to any additional services.
Fees are quoted exclusive of VAT. If applicable, this will be added to each invoice and payable by the Client.

Information and approval

The Client will ensure that dms is provided in good time with all information needed to enable dms to perform the Services and that dms will be entitled to rely on that information.
The Client will give all decisions and approvals in a timely manner and provide any additional assistance which dms may reasonably request.

Standard of care

dms will exercise reasonable skill, care and diligence in the performance of the Services in accordance with the standards of the Consultant's profession.
dms will also use reasonable endeavours to adhere to the programmes agreed with the Client for the provision of the Services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond dms's control.

Intellectual property

Unless otherwise agreed by written agreement, copyright in all drawings, reports, documents and computer-generated data prepared by dms will remain the property of dms. Subject to the Client paying all fees and expenses which are due, the Client will have a licence to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose.

Personnel

dms will designate an individual to act as the principal representative of dms in dealings with the Client concerning the Services. dms reserves the right to change that individual but will not do so without good reason and will inform the Client of any such change.
dms will provide the Client with details of the professional qualifications and experience of staff engaged on the Services upon request.
Unless otherwise agreed by written agreement prior to commencement of the engagement, at no time will the Client be granted the right to exercise supervision, direction or control over dms personnel. The Client agrees to communicate this on commencement, and further agrees to indemnify dms for any costs resulting from any attempts by its employees to exercise supervision, direction or control over dms personnel during the course of the engagement.

Liability and insurance

dms will take appropriate steps to remedy any defect in the Services for which it is responsible and which is immediately notified to it by the Client at any time up to one month following completion of the Services.
dms maintains professional indemnity insurance and will use its reasonable endeavours to maintain such insurance for so long as it has any liability under the Appointment. dms will have no liability to the Client whether in contract or in tort except to the extent that such liability is covered by its professional indemnity insurance and dms shall, in any event, have no liability to the Client for any indirect or consequential loss suffered by the Client including, but not limited to, loss of profits.

Termination

dms may terminate the Appointment at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them which is not remedied within 14 days. Failure to pay fees and expenses on the due date will constitute a material breach.
The Client may terminate the Appointment by notice to dms if dms commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 14 days of notice requiring it to do so from the Client.
Upon termination the Client will pay dms all fees and expenses due up to the termination date. In the event of wrongful termination by the Client, the Client will in addition pay dms an appropriate amount of compensation for dms's loss of anticipated profit.
Termination will not prejudice the accrued rights and liabilities of the parties.

Assignment and subcontracting

Neither party will assign or subcontract its obligations without the consent of the other. In the event of dms wishing to subcontract any of the Services, the Client will not unreasonably withhold its consent. dms will not be relieved of any of its liabilities to the Client in the event of any subcontracting.

Law and jurisdiction

The agreement between the parties is governed by English law.
Any disputes which cannot be resolved amicably will be resolved by the courts of England and Wales.
Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.

Darwen Management Services

Management Consultancy & Interim Solutions

‘Improving Performance;

Delivering Change’