Terms & Conditions
Terms & Conditions
1. The Contract
All contracts for the provision by Compeer Ltd (Compeer) of services as set out in the order form or proposal letter shall be deemed to be made upon and subject to these terms of business, which together will constitute the whole of the agreement between the parties. The order form or proposal letter will prevail over any inconsistent terms or conditions unless otherwise explicitly stated.
The Contract shall come into effect upon receipt of a signed order form or written acceptance of the order form or proposal letter from the client, or (if earlier) by Compeer starting the work. If not accepted, the order form or proposal letter shall expire after a period of 90 days from the date of the order form or letter.
No variation of or addition to these terms of business shall form part of any contract unless specifically expressed and accepted by the parties in writing.
Any variation or extension of the services provided by Compeer not covered in the order form will be the subject of separate arrangements with the client and confirmed in writing. If either party requires a change to the scope of the services it shall submit details of the change to the other party in writing.
All contracts shall be governed by and construed in accordance with the law of and the client hereby agrees to accept the exclusive jurisdiction of the English Courts. If any provisions are invalid or unenforceable the validity of the other provision shall not be affected.
Compeer undertakes not to disclose, distribute, present or sell data which would reveal the identity of any client without the prior written consent of that client, unless required by law to do so. Without prejudice to any other rights or remedies that the client may have, Compeer acknowledges and agrees that damages alone might not be an adequate remedy for any breach of confidentiality by Compeer. Accordingly, the client shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms.
Compeer may use data obtained from any client for research, consultancy, presentation, publication and reports which may be sold to other Compeer clients.
The client will not use, distribute or publish the analysis, data, derived data or third party data obtained from Compeer without prior written agreement which will not be unreasonably withheld.
a) Fees for subscription services are payable annually in advance and will be subject to an annual review
b) Bespoke consultancy services and research projects are normally quoted and charged on the basis of a fixed fee or a small range providing the terms of reference can be defined closely enough. The fee is based on an estimate of the time to be spent to complete the services required together with an assessment of the value of the proprietary data and research provided and any external costs incurred by ComPeer in sourcing additional research. If the terms of reference are changed, or there is some other reason Compeer will always seek the client's permission before undertaking work which will cause Compeer to exceed a fixed fee.
Compeer reserves the right to increase the fee rates on giving to the client not less than one month’s written notice.
c) Bespoke consultancy services and research projects may be quoted and charged on the basis of time spent by the particular grade of consultant employed on the work including time spent by that consultant travelling to and from the client's premises in excess of the normal travelling time to the Compeer office or otherwise travelling on the client's affairs.
Fees are quoted and charged on the basis of a seven hour working day. Parts of a day are charged on a proportionate basis.
Statements as to the total work time or total charges which will be involved in providing specified services or fulfilling a particular contract are as estimates only and whilst every effort will be made to assure their accuracy no liability is accepted in respect thereof.
On longer assignments, there will be a review of fee rates on each anniversary of the commencement of the assignment.
d) Fees are exclusive of applicable VAT
4. Time and Staffing
a) The delivery of services involving benchmarking against other organisations (“benchmarking services”) is dependent upon the provision of accurate and timely information from all clients within the relevant peer group. The client shall therefore make all reasonable endeavours to provide accurate information in a timely manner.
b) Compeer shall use reasonable endeavours to meet scheduled or performance dates. Any estimate given by Compeer of the time given to deliver a service or complete an assignment or part of it shall not be binding nor give rise to any liability on the part of Compeer.
c) Compeer reserves the right to employ such staff as it shall think most suitable to carry out any services or part thereof.
5. Acceptance of Work
If during the provision of services the client notices or suspects that wrong assumptions have been made or wrong directions taken by Compeer it will immediately notify Compeer in writing. Any work performed by Compeer, in whatever form, such as reports or other documents, is deemed to have been accepted by the client if Compeer has not received any written notification to the contrary within 10 working days of the despatch of the final documentation to the client by Compeer. Compeer will take necessary steps to ensure compliance in agreed timescales where the client is reasonably and justifiably unsatisfied with the work.
6. Expenses, Office Facilities and Access to Information
a) Unless otherwise agreed, clients shall reimburse all out of pocket expenses which may be incurred in connection with the services including travel and subsistence.
b) When work is carried out on the client's premises the client will provide, without charge, suitable office accommodation with use of telephone, secretarial and other office facilities as may be necessary to enable Compeer to fulfil its obligations under the Contract. The client will ensure that Compeer is informed of applicable health and safety, or other relevant rules and policies.
c) The client shall provide access to accurate information as required to carry out the work.
Unless otherwise agreed, where fees are for subscription services as under 3.a) above, on signing or acceptance of the order clients will be sent a fee note for the agreed fee. VAT, where applicable, at the current rate will be added to the fee note.
Unless otherwise agreed, where fees are for bespoke consultancy or research services based on a fixed fee as under 3.b) above, clients will be invoiced 50% of the fee on acceptance of the proposal and 50% on acceptance of the work. VAT, where applicable, at the current rate will be added to the fee note.
Unless otherwise agreed, where fees are based on time spent for bespoke consultancy or research work as under 3.c) above, clients will be sent each calendar month a fee note for work done and expenses incurred during that period. VAT, where applicable, at the current rate will be added to the fee note.
Payment is due by return.
Interest at the rate of four per cent per annum over the base rate of Barclays Bank Plc from time to time in force will be charged on any sums overdue under the terms of the Contract.
8. Cancellations and Refunds
For ComPeer events, seminars and conferences the following cancellation and refund policy applies:
a) Full refund provided if attendee cancels more than 2 weeks before the event
b) 50% refund if attendee cancels between 1 week and 2 weeks before the event
c) No refund if attendee cancels less than 1 week before the event
9. General Liabilities
a) Compeer undertakes to carry out the services to the best of its ability.
b) Statements as to the results obtainable from work undertaken and all reports, surveys, forecasts and recommendations are made in good faith on the basis of information given by the client and otherwise available at the time.
c) Since the attainment of such results and the efficacy and accuracy of such surveys, forecasts and recommendations depend to a degree on factors outside Compeer's control, including the reliability of information provided by clients, such statements, surveys, forecasts and recommendations shall not be deemed in any circumstances to be undertakings, warranties or contractual conditions.
d) If Compeer’s performance under the contract is prevented or delayed by any act or omission of the client, or any other client within the relevant peer group for a benchmarking service, Compeer shall not be liable for any direct or indirect costs, charges or losses suffered by the client.
e) Under no circumstances whatsoever shall Compeer be liable under the law of contract, tort or otherwise for any loss of profits or contracts or any indirect or consequential loss or damage.
10. Limitation of Liability
Any liability that Compeer may have under any warranty or contract to the client in relation to any service shall be limited to the value of fees quoted for that service.
11. Termination or Suspension
a) For subscription services, neither party may terminate the Contract for the first 12 months. The Contract shall be renewed automatically for an additional twelve month period. Either party may during the four week period following the anniversary date exercise the right to terminate by giving the other party written notice.
b) For bespoke consultancy services, either party may at any time terminate the Contract by giving the other party not less than four weeks prior written notice.
c) Compeer may, without prejudice to any other rights, by notice in writing to the client terminate any contract with such client forthwith if:
i) the client shall commit any breach of the terms of any contract with Compeer and, if such breach be remediable, the client shall not have remedied it within seven days after being given written notice so to do, including but not limited to non-payment of overdue amounts or the failure of the client to provide reliable and/or timely information as required to deliver the service;
ii) the client compounds with or negotiates for any composition with its creditors or allows any judgement against it to remain unsatisfied for seven days, or an administrator is appointed or an order is made for the winding up of the client; or
iii) being a company the client shall call any meeting of its creditors or have a receiver of all or any of its assets appointed or enter into any liquidation.
d) All sums payable by the client under the contract shall become immediately due and owing on termination.
e) Compeer may suspend the performance of its obligations under the contract, in part or in full, during the currency of any circumstances which materially adversely affect the performance of those obligations, including but not limited to instances where payment is overdue or the client fails to provide reliable and/or timely information as required to deliver the service.
12. Proprietary Rights and Protection
All rights of copyright and other monopoly or proprietary rights and protection covering or capable of being obtained to cover all reports and other documents produced shall be and become vested in Compeer.
13. Employment of Staff
Both parties agree that, with effect from the date of the presentation of the proposal for the provision of the consultancy services until twelve months after the completion of those services, they will not solicit or employ any employee of the other party who has been associated directly or indirectly with the services provided without the other party’s prior agreement in writing.
In the event that the client shall breach this term the client shall be liable to pay a fee based on 30% of annual salary plus any guaranteed bonuses.
14. Force Majeure
Neither party shall be liable for any delay in meeting or for failure to meet its obligations under the Contract due to any cause outside its reasonable control.