TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE, PURCHASING A COURSE OR RECEIVING ANY RELATED CONTENT. By using this website or any related content, including purchasing a course or receiving a free course or information, you signify your consent to these terms of use. If you do not agree to these Terms of Use, please do not use the website, or purchase a course, or receive a free course or related content.

Your access to and use of this website, as well as all related websites and content operated by GRAFFHAM CONSULTING LTD (which includes GRAFFHAMCONSULTING.CO.UK, GRAFFHAMGLOBAL.COM, STORE.GRAFFHAMGLOBAL.COM, among others) (collectively the “Site”) is subject to the following terms and conditions (“Terms of Use”) and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, the Terms of Use and acknowledge that any other agreements between you and the Site are superseded and of no force or effect:

1. You agree that the Site itself, as well as all content, videos, training materials, products, services and/or other materials, made available on the Site by us or other third parties, as well as the look and feel of all of the foregoing, (collectively referred to as the “Content”) are maintained for your personal use and information by GRAFFHAM CONSULTING LTD, (the “Company”) and are the property of the Company and/or its third party providers. You agree that such Company Content shall include all proprietary videos, HTML/CSS, Javascript, graphics, voice, and sound recordings, artwork, photos, documents, and text as well as all other materials included in the Site, excluding only the materials you provide. Subject to your compliance with these Terms of Use, the Company hereby grants you a limited license, which is non-exclusive, non-transferable, and non-sublicensable, to access, view, and use the Site solely for your personal purposes. No Company Content may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, used for public or commercial purposes, or downloaded in any way unless written permission is expressly granted by the Company. Modification of the Content or use of the Content for any other purpose is a violation of the copyright and other proprietary rights of the Company, as well as other authors who created the materials, and may be subject to monetary damages and penalties. You may not distribute, modify, transmit or use the content of the Site or any Content, including any and all software, tools, graphics and/or sound files, for public or commercial purposes without the express written permission of the Company.

2. All Content, such as text, data, graphics files, videos and sound files, and other materials contained in the Site, are copyrighted unless otherwise noted and are the property of the Company and/or a supplier to the Company. No such materials may be used except as provided in these Terms of Use.

3. All trade names, trademarks, and images and biographical information of people used in the Company Content and contained in the Site, including without limitation the name and trademark “GRAFFHAM CONSULTING AND GRAFFHAM GLOBAL”, are either the property of, or used with permission by, the Company. The use of Content by you is strictly prohibited unless specifically permitted by these Terms of Use. Any unauthorized use of Content may violate the copyright, trademark, and other proprietary rights of the Company and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use any Trademark or other proprietary information without the express written consent of the Company or third party owner. The Company respects the copyright, trademark and all other intellectual property rights of others. The Company has the right, but has no obligation, to remove content and accounts containing materials that it deems, in its sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use. If you believe that your intellectual property rights are being violated and/or that any work belonging to you has been reproduced on the Site or in any Content in any way, you may notify Company at [email protected]. Please provide your name and contact information, the nature of your work and how it is being violated, all relevant copyright and/or trademark registration information, the location/URL of the violation, and any other information you believe is relevant.

4. While the Company uses reasonable efforts to include accurate and up-to-date information in the Site, and it's related information and courses, the Company makes no warranties or representations as to its accuracy. The Company assumes no liability or responsibility for any errors or omissions in the content of the Site, related information or courses.

5. When you register with the Company and/or this Site, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from the Company. You consent to receive notices electronically by way of transmitting the notice to you by email.

6. If you send comments or suggestions about the Site to the Company, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of the Company. No submission shall be subject to any obligation of confidence on the part of the Company. The Company shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to you.

7. The Company shall use commercially reasonable efforts to restrict unauthorized access to our data and files. However no system whether or not password protected can be entirely impenetrable. You acknowledge that it may be possible for an unauthorized third party to access, view, copy, modify, or distribute the data and files you store using the Site. Use of the Site is completely at your own risk.

8. The Company will not intentionally disclose any personally identifying information about you to third parties, except where the Company, in good faith, believes such disclosure is necessary to comply with the law or enforce these Terms of Use. By using the Site, you signify your acceptance of the Company’s Privacy Policy, https://www.graffhamglobal.com/pages/privacy-policy If you do not agree with this Privacy Policy, in whole or part, please do not use this Site.

9. NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING THE SITE AND/OR ANY CONTENT ON THE SITE SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE. WITHOUT LIMITING THE FOREGOING, ALL CONTENT ON THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE SITE, THE RESULTS OF THE USE OF SUCH MATERIALS, THE SUITABILITY OF SUCH MATERIALS FOR ANY USER’S NEEDS OR THE LIKELIHOOD THAT THEIR USE WILL MEET ANY USER’S EXPECTATIONS, OR THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR CORRECTION. THE COMPANY LIKEWISE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES THAT YOU WILL EARN ANY MONEY USING THE SITE OR THE COMPANY’S TECHNOLOGY OR SERVICES. YOU ACCEPT ALL RESPONSIBILITY FOR EVALUATING YOUR OWN EARNING POTENTIAL AS WELL AS EXECUTING YOUR OWN BUSINESS AND SERVICES. YOUR EARNING POTENTIAL IS ENTIRELY DEPENDENT ON YOUR OWN PRODUCTS, IDEAS, TECHNIQUES; YOUR EXECUTION OF YOUR BUSINESS PLAN; THE TIME YOU DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES OFFERED AND UTILIZED; AS WELL AS YOUR FINANCES, YOUR KNOWLEDGE AND YOUR SKILL. SINCE THESE FACTORS DIFFER AMONG ALL INDIVIDUALS, THE COMPANY CANNOT AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING YOUR SUCCESS OR INCOME LEVEL. THE COMPANY DOES NOT WARRANT THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, THE CONTENT, AND/OR THE MATERIALS AVAILABLE ON THIS SITE ARE FREE FROM BUGS OR VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. Please note that the applicable jurisdiction may not allow the exclusion of implied warranties. Some of the above exclusions may thus not apply to you.

10. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER (including, for example, your web service provider service, Stripe payment services, your software and/or any updates or upgrades to that software). ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY ALSO RESERVES THE RIGHT TO LIMIT YOUR USE OF THE SITE AND/OR THE CONTENT OR TO TERMINATE YOUR ACCOUNT SHOULD THE COMPANY DETERMINE THAT YOU HAVE VIOLATED THESE TERMS OF USE, OR THAT YOU HAVE VIOLATED ANY OTHER RULES OR CONDITIONS OF THE COMPANY. THE COMPANY RESERVES THE RIGHT TO REFUSE ACCESS TO THE SITE AND/OR THE COMPANY’S CONTENT, PRODUCTS AND/OR SERVICES TO ANYONE IN ITS SOLE DISCRETION. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY MAY, IN ITS SOLE DISCRETION, REFUND THE INITIAL FEE CHARGED FOR ANY USE OF THE SITE AND/OR ANY CONTENT OR A PRO-RATA PORTION THEREOF CONSISTENT WITH THE COMPANY’S REFUND POLICY. THE COMPANY SHALL REFUSE ANY REFUND THIRTY (30) DAYS AFTER YOUR PAYMENT FOR USE OF THE SITE AND/OR ANY CONTENT, EITHER PURSUANT TO THE COMPANY’S CUSTOMER LICENSE AGREEMENT OR OTHERWISE, REGARDLESS OF THE REASON FOR DISRUPTION.

11. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL, COST OF CAPITAL, COST OF REPLACEMENT SERVICES, OR CLAIMS FOR SERVICE INTERRUPTIONS OR TRANSMISSION PROBLEMS, OCCASIONED BY ANY DEFECT IN THE SITE, THE CONTENT, AND/OR RELATED MATERIALS, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT THERETO, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

12. You agree to indemnify and hold the Company and each of its directors, officers employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including reasonable attorney’s fees, arising out of or relating to (i) your breach of this Agreement, (ii) any violation by you of law or the rights of any third party, (iii) any materials, information, works and/or other content of whatever nature or media that you post or share on or through the Site, (iv) your use of the Site or any services that the Company may provide via the Site, and (v) your conduct in connection with the Site or the services or with other users of the Site or the services. The Company reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide the Company with such cooperation as is reasonably requested by the Company.

13. The provisions of these Terms of Use are for the benefit of the Company, its subsidiaries, affiliates and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

14. This agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You further submit to the exclusive jurisdiction of the state and federal courts sitting in Orange County, California. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

15. These Terms of Use may be revised from time to time by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms of Use to which you are bound.

Last Updated: April 4, 2023

Extra Terms and Conditions

Outline Terms and Conditions of booking - full version below

Cancellation of courses
You may cancel a scheduled course and may be fully refunded all course fees (less an administration fee) provided more than 28 working days notice (working days excludes all statutory bank holidays) is given. All cancellations must be received in writing and acknowledged by Graffham Consulting Ltd. If less than 28 working days notice is given, the following cancellation fees apply. 28 days before course = 25% of total, 14 days before course = 50% of total, 48 hours before course = 100% of total.

Confirmation
Once we have received your booking, we will email and post confirmation of the course along with an invoice. Until payment is received in full, full confirmation cannot be given.

Payment
Payment is to be made in full before commencement of ALL courses.
Cheques are payable to Graffham Consulting Ltd

In-house training
In a situation where a course is run exclusively for a customer - at Graffham Consulting Ltd offices, on a customer site or any other alternative venue - the same cancellation terms apply. Payment within 14 days of invoice date - cheques payable to Graffham Consulting Ltd. Please note that full payment must be received in advance of training courses.
Additional expenses incurred by our Trainer (e.g. for on-site courses) will be invoiced after the course.

Cancelled courses and refusing a customer entry to courses and services
Graffham Consulting Ltd reserves the right to cancel or re-arrange course dates, times, venues and venue locations right up to the date of the course. In such circumstances a full refund or alternative dates will be available and all liability by Graffham Consulting Ltd will be limited to the value of the original course fee. Graffham Consulting Ltd also reserves the right to refuse a customer entry to any of our courses or services or to ask a customer to leave a course or service that is in progress. A refund for the price of the course or service will be made within ten days. Graffham Consulting Ltd will not be liable for any other fees such as travel costs, accommodation costs or any other costs or losses.

Course Prices
Graffham Consulting Ltd reserves the right to change prices without notice. Euro pricing is available on request.

Course Content and associated learning points
Whilst Graffham Consulting Ltd endeavour to ensure that the information contained in the Graffham Consulting Ltd courses and courseware is accurate (including but not limited to online courses), the material is of a general nature and not intended to be a substitute for specialist advice. Therefore, we cannot guarantee that the content of the training (delivered on the day and associated material) will be suitable to your circumstances or adequate to meet your particular requirements. Accordingly, we will not be liable for any losses or damages that may arise from the use of learning points from the training day or associated material.

Who our courses are for
Our Safeguarding and Child Protection courses are designed for people who are already working in an environment appropriate to the course content. We reserve the right to ask for employer references regarding the suitability of those attending such courses. We reserve the right to refuse customers booking on to our courses.

Copyright © 2008-2023 Graffham Consulting Ltd



TERMS OF BUSINESS (v2) (Full Version)

Graffham Consulting Ltd Training

1. STANDARDS
These terms and conditions form the legal and binding contract between Graffham Consulting Ltd and the person, business or other organisation (the client) that coincide with a booking of a service. Receipt of any booking form will be confirmed by issuing an invoice. Unconfirmed bookings are not guaranteed. Verbal and telephone provisional bookings will be held for up to 7 working days.
1.1. The client is advised that under no circumstances does Graffham Consulting Ltd, receive any nominal contribution or charge any of the identified supplier(s), trainer(s), consultant(s) and/or contributor(s) that are invited to tender, or engaged for their expertise by Graffham Consulting Ltd. The only fee that Graffham Consulting Ltd receives is for the service it provides to the client directly.
1.2. The client is advised that Graffham Consulting Ltd will endeavour to make the client aware of the fee structures being proposed by each ‘contributor' to the client's project. Only with the client's agreement will those supplier(s), trainer(s), consultant(s) and/or contributor(s) be engaged.

2. CANCELLATIONS/REFUNDS POLICY
It is not our policy to give refunds for cancellations, except in special circumstances and at the discretion of Graffham Consulting Ltd. Notice of cancellation must be received by Graffham Consulting Ltd not less than twenty eight days before the service item date. If a refund is granted, it will be made less 25% of total service fee which is paid at time of booking. If a notice of cancellation is received with 14 days' notice, a refund of 50% of total service fee will be made. A full refund is deemed to be 95% of the total original fee and is made only with at least 30 days notice. A ‘Transfer' of a booking maybe made to another service item or agreed date, subject to availability and at the discretion of Graffham Consulting Ltd, however an administration fee of 10% will be charged for alterations.

3. INTERRUPTION OF SERVICE
Graffham Consulting Ltd reserves the right to cancel a service item at anytime. If an item is cancelled any moneys for that item, which have been received by Graffham Consulting Ltd from the client will be repaid in full within ten days of the date of cancellation. Please note that Graffham Consulting Ltd will endeavour to continue with any item where possible.
3.1. Graffham Consulting Ltd may change the location of a service item arranged with the client. If this becomes necessary, Graffham Consulting Ltd will make all reasonable efforts to inform the client of any change of location as soon as possible.
3.2. Graffham Consulting Ltd reserves the right to find alternative suppliers, trainers, consultants and/or contributors, in the event of accident, sickness, unforeseen circumstances, and any other issue arising, to ensure that continuity of service is maintained and objectives achieved.
3.3 Graffham Consulting Ltd also reserves the right to refuse a customer entry to any of our courses or services or to ask a customer to leave a course or service that is in progress. A refund for the price of the course or service will be made within ten days.
3.4 Graffham Consulting Ltd will not be liable for any other fees such as travel costs, accommodation costs or any other costs or losses.

4. PAYMENT TERMS
The client agrees to pay Graffham Consulting Ltd the full fees for the service item at least seven working days before the commencement date of any agreed service. A booking confirmation fee of 15% of the total service fee agreed will be chargeable at time of booking. Payments are required by cheque or bank transfer, made payable Graffham Consulting Ltd. All fees are not subject to VAT unless otherwise stated.

5. CHANGES TO TERMS
Graffham Consulting Ltd reserves the right to amend these terms and conditions without notice.

6. NOTIFICATION OF DELEGATE NEEDS
Graffham Consulting Ltd asks to be made aware of dietary needs or access requirements at least fourteen days in advance of the service item that includes the provision of refreshments where applicable.

7. LIABILITY
Graffham Consulting Ltd cannot accept liability for items lost, stolen or damaged whilst attending third party venues.
The Client undertakes an agreement to abide by the Health & Safety Regulations of the venue or locations being provided.

8. INTELLECTUAL PROPERTY RIGHTS
All copyright and other intellectual property rights in any materials developed, written or prepared by us in the course of performing our services remain vested in us unless our consent is given. Otherwise we normally give our consent as a matter of course for all work developed by us a part of billable work for you.

9. LIABILITY
9.1. We are not liable for any consequential or indirect loss suffered by you, whether it arises from breach of a duty in contract, tort or in any other way including negligence. Non-exhaustive illustrations on consequential or indirect loss would be loss of profits; loss of contracts; loss of goodwill; liability to third parties.

9.2 Whilst we endeavour to ensure that the information contained in the Graffham Consulting Ltd courses and courseware is accurate, the material is of a general nature and not intended to be a substitute for specialist advice. Therefore, we cannot guarantee that the content of the training, either delivered on the day or associated material, will be suitable to your circumstances or adequate to meet your particular requirements. Accordingly, we will not be liable for any losses or damages that may arise from the use of learning points from the training day or associated material.

10. WHO OUR COURSES ARE FOR
Our Child Protection courses are designed for people who are already working in an environment appropriate to the course content. We reserve the right to ask for employer references regarding the suitability of those attending such courses. We reserve the right to refuse customers booking on to our courses.

11. GENERAL
We offer our services subject to the following terms.
No amendment to these terms of business may be made unless expressly accepted by us in writing. All reference materials and equipment provided for use throughout the service agreement is and shall remain the sole property and copyright of Graffham Consulting Ltd.


TERMS OF BUSINESS (v2)

Graffham Consulting Ltd - Consultancy

1. CONTRACT
We offer our services subject to the following terms.
1.1. No amendment to these terms of business may be made unless expressly accepted by us in writing.

2. FEES
2.1. All fees are quoted inclusive of VAT.

2.2. Fees are normally quoted on a project basis, however where fees are quoted on a time spent basis:

2.2.1. daily rates are calculated on the basis of a 71/2 hour working day and we charge for any additional time as an hourly rate;

2.2.2. we are entitled to charge for the travelling time of our consultants to and from your premises and for time spent at our premises or elsewhere which is specifically related to your affairs;

2.2.3. statements as to total work time involved providing our services are estimates only, while every effort is made to ensure accuracy, you shall remain fully liable for fees resulting from any time or work overruns;

2.2.4. without prejudice to Section 2.2.3, if circumstances arise which make it clear that we have materially underestimated the total work time involved, then we shall give you a new estimate as soon as possible.

2.3. Fees are quoted in accordance with our current scale of charges.

3. EXPENSES AND OFFICE SERVICES
3.1. You shall reimburse us all out-of-pocket expenses which may be incurred in connection with our services including travel, subsistence and the cost of providing specialist support staff.

3.2. Where work is carried out at your premises, you shall provide us free of charge with such office accommodation, telephone and basic secretarial support as we consider necessary to provide our services.

3.3. An administration fee shall be charged to cover incidental arrangement costs for events or training courses. You shall be notified of this fee prior to the commencement of any course.

4. PAYMENT
4.1. We shall submit itemised invoices at agreed intervals in respect of our fees and expenses for the previous month. VAT, where applicable, shall be shown separately.

4.2. Payment is due within 14 days of date of invoice.

4.3. Time for payment is of the essence. We reserve the right to charge interest at the rate of 5% above Barclays Bank plc's base rate for the time being in force on accounts overdue by more than 21 days. Such interest will be calculated on a daily basis from the date of invoice.

4.4. We reserve the right to suspend work if any payment due from you under a contract between us is more than 21 days overdue. We are not liable for any loss or damage of any kind resulting from such suspension.

4.5. You have the right of set off, statutory or otherwise.

5. TERMINATION
5.1. You may terminate this contract or cancel any arranged (i.e. where the dates have been agreed with you in writing) events or training courses, provided eight weeks' notice is given, subject to your paying Graffham Consulting Ltd 50% of the agreed fee for these cancelled elements. In cases of termination, the agreed fee will be the total project price less billings to date. For work cancelled with less than eight weeks' notice, full outstanding fees will be payable.

5.2. We may terminate this contract if you:

5.2.1. make any voluntary arrangement with your creditors or become subject to an administration order;

5.2.2. have a receiver or administrative receiver appointed over any of your property;

5.2.3. go into liquidation or become bankrupt; or

5.2.4. cease, or threaten to cease, to carry on business.

5.3. Termination of this contract shall be without prejudice to the rights and obligations of the parties as at the date of termination.

6. CONFIDENTIALITY
6.1. We shall at all times keep secret confidential information acquired from you or which relates to the provision of our services.

6.2. This obligation shall not extend to any such information or documents which were rightfully in our possession prior to the commencement of our services, which are already public knowledge or become so at a future date (otherwise than through our unauthorised disclosure) or which are trivial or obvious.

6.3. You shall not disclose any advice or other information which could be construed as intellectual property provided by us pursuant to this contract to any other person, without our prior written consent (such consent not to be unreasonably withheld).

7. INTELLECTUAL PROPERTY RIGHTS
All copyright and other intellectual property rights in any materials developed, written or prepared by us in the course of performing our services remain vested in us unless our consent is given. Otherwise we normally give our consent as a matter of course for all work developed by us a part of billable work for you.

8. LIABILITY
8.1. We are not liable for any consequential or indirect loss suffered by you, whether it arises from breach of a duty in contract, tort or in any other way including negligence. Non-exhaustive illustrations on consequential or indirect loss would be loss of profits; loss of contracts; loss of goodwill; liability to third parties.

8.2. Our total liability for any one claim or for the total of all claims arising from any one act or default (whether arising from our negligence or otherwise) shall not exceed the value of our fees for providing our services.

8.3. Any dates mentioned for delivery and completion of our services are given as a guide. They are necessarily dependent on receipt of information, resources and input from the client.

8.4. Nothing in this Section is deemed to exclude or restrict our liability to you for death or personal injury resulting from our negligence.

8.5. The express terms of this contract are in lieu of any warranties and conditions implied by statute, all of which are excluded to the fullest extent permitted by law.

8.6. You shall be liable for all third party services we procure on your instruction and on your behalf. We shall notify you in writing of all such procurement within 14 days.

9. INDEMNITY
You shall indemnify us against any loss, damage, costs and expenses of any kind incurred by us in respect of any claim arising out of the performance of this contract brought against us by a third party for loss, injury or damage resulting from:

9.1. any negligent act or omission, wilful misconduct or breach of statutory duty by you, your employees, agents or subcontractors; and

9.2. any act carried out by us, which you expressly authorised or ratified.

10. APPOINTMENT OF SUBCONTRACTORS
10.1. We are entitled with your specific prior approval to sub-contract such work as we deem necessary.

10.2. At your request, we shall ensure that any subcontractor signs a confidentiality undertaking in your favour.

11. FORCE MAJEURE
Neither party shall be liable to the other for any failure or delay in the performance of its obligations caused by circumstances beyond its control which would include act of God, war, riot, sabotage, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, government action or regulations, delay by suppliers, accidents, and shortage of materials or labour.

12. WAIVER
Waiver by either party of a breach of any provision of this contract shall not be considered as a waiver of any subsequent breach of the same or any other provision.

13. NOTICES
Any notice given by either party to the other shall be in writing addressed to that other party at its registered office or principal place of business.

14. PROPER LAW
English and Welsh law apply to this contract and any dispute arising in connection with it is subject to the exclusive jurisdiction of the English and Welsh courts.

Copyright © 2008-2023 Graffham Consulting Ltd