Trinity Management Consultants Limited - CMMI providers Logo
Innovative CMMI Solutions
Trinity Management Consultants - A CMMI Institute Partner
  enquiry@trinity-cmmi.co.uk   
   
Worldwide Providers of CMMI Consultancy, CMMI Training and CMMI Appraisal Services.

 

Terms of Service                                                                    Terms of Service

 

1. Interpretation

1.1. Trinity means Trinity Management Consultants Limited whose registered office is 34 Fountains Place, Eye, Peterborough, PE6 7XP

1.2. Client is the end user of the services provided by Trinity.

1.3. Agreement means any agreement made between Trinity and the Client where in consideration of the payment of the Specified Sum by the Client to Trinity, Trinity shall provide the Specified Service.

1.4. Specified Service means any goods, services and/or advice to be provided by Trinity to the Client as detailed in the Agreement.

1.5. Specified Sum means the agreed consideration to be paid by the Client to Trinity as detailed in the Agreement.

1.6. Trinity's personnel include employees, sub-contractors, agents and substitutes.

1.7. Intellectual Property Rights means any and all patents, patent applications, know-how, trade marks, trade mark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with the Specified Service and whether in existence at the date hereof or created in the future.

 

 

2. Specified Service

2.1. Trinity shall provide the Specified Service to the Client subject to the following terms.

2.2. Because of the nature of the work to be undertaken by Trinity, both parties accept that it may be necessary to alter or adapt the Specified Service and that any additional works required may not be included in the Specified Sum as detailed in the Agreement. The parties accept that save as set out in Clause 2.5 any changes or additions to the Specified Service or the terms of the Agreement will be valid only if agreed in writing by Trinity and the Client.

2.3. Trinity reserves the right to revise the Specified Sum if any changes are proposed to the Specified Service under Clause 2.2 above. Trinity will inform the Client of any proposed changes to the Specified Sum in writing and these changes will not be valid until accepted in writing by the Client.

2.4. Trinity shall take all reasonable steps to comply with any timetable or other targets for progress or delivery of the whole or any agreed part of the Specified Service or the completion of the Specified Service agreed in writing between the parties.

2.5. Trinity may at any time and without giving the Client prior notification make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the Specified Service which do not materially affect the nature or quality of the Specified Service. In such circumstances, Trinity reserves the right reasonably to revise the Specified Sum in the light of such changes.

 

3. Fees

3.1. The Specified Sum shall be detailed in the Agreement, and it will be exclusive of any VAT which may be chargeable.

3.2. Trinity shall submit invoices in the agreed form to the Client as detailed in the Agreement.

3.3. The Client agrees to meet Trinity's invoices in full within 30 days of receipt.

3.4. Trinity is entitled to charge interest to the Client on any outstanding amounts at the rate of 10% above the Barclay Base Rate as is current at that time under the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will begin to accrue from 30 days after the date agreed for payment under the Agreement and will continue to accrue until judgment or sooner payment.

 

4. Duration and Termination

4.1. The Agreement shall commence from the date therein and shall remain in force until the Specified Service is completed as defined in the Agreement unless terminated early under the terms set out in this clause 4 or by mutual consent.

4.2. Either party may terminate the Agreement by giving seven calendar days written notice to the other party in the event that:

4.2.1. either party is in breach of the Agreement and fails to remedy such breach (if capable of remedy) within 14 calendar days after receiving written notice from the other party;

4.2.2. the other party goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

4.3. Trinity may terminate the Agreement:

4.3.1. by giving the Client seven calendar days written notice if the Client is in default of any agreed payments under the Agreement and has failed to remedy that default within 14 calendar days of receiving a written demand from Trinity; or

4.3.2. by giving the Client seven calendar days written notice if the Client fails to accord Trinity the reasonable access to premises, equipment, personnel or other information required for Trinity to perform the Specified Service; or

4.3.3. by giving the Client 30 calendar days written notice if, in Trinity's opinion, it is no longer appropriate for the Agreement to continue in force.

4.4. The Client may terminate the Agreement:

4.4.1. forthwith if Trinity fails to provide a reasonable level or quality of service; or

4.4.2. by giving 30 calendar days notice if in the opinion of the Client it is no longer appropriate for the Agreement to remain in force.

4.5. In the event that the Agreement is terminated, under clause 4.4.1 above, before the completion of the Specified Service Trinity shall be entitled to payment by the Client for work completed on a quantum meruit basis.

4.6. In the event that the Agreement is terminated, under clause 4.4.2 above, before the completion of the Specified Service or is cancelled before the commencement of the Specified Service Trinity shall be entitled to full payment by the Client for those Services detailed in the Agreement to be provided during the 30 calendar days from the date of notification of termination by the Client, irrespective of whether the Services are provided or not.

 

 

5. Client's Obligations

5.1. The Client shall, at its own expense, provide Trinity with all documents or other materials and data or other information necessary for the completion of the Specified Service, in sufficient time to enable Trinity to provide the Specified Service in accordance with any timetable or other target for progress or completion agreed in writing between the parties.

5.2. The Client shall be responsible for the content of all documents or other materials and shall ensure the accuracy of all data or other information provided to Trinity in the course of the Agreement.

5.3. The Client shall, at its own expense, retain duplicate copies of all documents or other material and data or other information provided to Trinity and/or its personnel and shall insure against its accidental loss or damage. Trinity shall have no liability for any such loss or damage, howsoever caused.

5.4. The Client shall ensure that Trinity and its personnel are accorded sufficient access to any of the Clients premises, information, data or personnel and use of any equipment that is reasonably necessary for the completion of the Specified Service. Where Trinity requires access to any third party premises, information, data or personnel, the Client will make all reasonable efforts to arrange this for Trinity.

5.5. The Client shall ensure that the Client and the Clients staff and premises comply with all relevant legislation or other regulations relating to health and safety matters and shall ensure that Trinity's personnel are provided with a safe working environment. In this context, the Client shall:

5.5.1. ensure that valid and adequate Public Liability Insurance remains in force throughout the duration of the agreement; and

5.5.2. ensure that Trinity and Trinity's personnel are not prevented from complying with any relevant legislation or regulation.

5.6. The Client shall not take on any direct control over or responsibility for Trinitys personnel. In particular, the Client acknowledges that Trinity's personnel are professionals who will use their own initiative as to the manner in which the Specified Service is delivered and will not be subject to, or to the right of, supervision, direction or control as to the manner in which they render the Specified Service.

5.7. The Client acknowledges and accepts that Trinity is in business on its own account and therefore may be engaged by other parties simultaneously to its performance of the Specified Service.

 

 

6. Trinity's Obligations

6.1. Trinity will take all reasonable steps to ensure that the Specified Service is completed in accordance with any timetables or other targets in the Agreement.

6.2. Where required, Trinity will submit timesheets in a form to be agreed between the Client and Trinity to provide a record of the work done by Trinity's personnel.

6.3. Trinity may obtain or provide extra resources (whether in the form of equipment or personnel) of the requisite standard in order to ensure that the Specified Service is completed in accordance with the Agreement, if, in Trinity's sole discretion this is appropriate in order to comply with any agreed timetables or targets set out in the Agreement.

6.4. Trinity shall have the right to supply one or more substitutes of equivalent expertise to work in place of Trinity's original personnel. Trinity acknowledges that the Client has the right to refuse to accept the substitute personnel if, in the reasonable view of the Client, the substitute personnel have insufficient qualifications or expertise.

6.5. Where substitution occurs, the other terms and conditions of this contract, and in particular (but not limited to) the Specified Sum and the timetable of the project, will remain unchanged, unless otherwise agreed by both parties in writing. For the avoidance of doubt, Trinity shall be responsible for the payments and expenses of the substitute personnel.

6.6. In the event that Trinity cannot provide either the original personnel or acceptable substitute personnel, the Client is entitled to terminate the Agreement forthwith.

 

7. Insurance

7.1. Trinity shall ensure that it has valid and adequate Professional Indemnity Insurance, Public Liability and Employer's Liability Insurance in force throughout the duration of the Agreement with a minimum level of cover of £1,000,000.

 

8. Warranties

8.1. Trinity warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Agreement and any timetables or other targets agreed.

8.2. Where, in connection with the provision of the Specified Service, Trinity supplies any goods supplied by a third party, Trinity does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to Trinity.

8.3. Trinity warrants that so far as it is aware all information regarding Trinity's personnel's expertise, experience and qualifications provided to the Client is complete and accurate and up to date.

8.4. Trinity warrants that it will, when utilising any of its own equipment or intellectual property in carrying out the Specified Service, ensure that any security requirements reasonably required by the Client are complied with.

 

9. Limitation of Liability

9.1. The Specified Service has been negotiated and agreed by Trinity with the Client in the context of information provided by the Client as to the Client's particular needs and requirements. The Specified Service has been prepared and priced accordingly. Therefore:

9.1.1. Trinity shall have no liability to the Client for any delay, loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client;

9.1.2. Trinity shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from the Client making use of the Specified Service for any purpose not clearly disclosed to Trinity or from the Client allowing a third party to make use of the Specified Service;

9.1.3. except in respect of death or personal injury caused by Trinity's negligence, or as expressly agreed in writing between the parties, Trinity shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, other than under the express terms of the Agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Trinity, its servants or agents or otherwise) which arises out of or in connection with the provision of the Specified Service or its use by the Client;

9.1.4. except in respect of death or personal injury caused by Trinity's negligence, or as expressly agreed in writing between the parties, the entire liability of Trinity under or in connection with the Agreement or the Specified Service shall not exceed the amount of Trinity's total anticipated charges for providing the Specified Service as detailed in the Agreement.

 

10. Intellectual Property

10.1. Unless agreed otherwise in writing between the Client and Trinity:

10.1.1. The Client shall retain ownership of all Intellectual Property Rights of whatever nature and, if registrable, whether registered or not, in the documents or other material and data or other information provided to Trinity in the context of the Agreement. For the avoidance of doubt, the Client shall not be deemed to have granted Trinity any licence to use the documents or other material and data or other information other than for the purposes of the Agreement;

10.1.2. Trinity shall retain ownership of all Intellectual Property Rights of whatever nature and, if registrable, whether registered or not, in all documents or other material and data or other information and devices or processes provided or created by Trinity in the provision of the Specified Service save that Trinity shall be deemed to have granted the Client a non-exclusive and non-assignable licence to make use of any such documents or other material and data or other information and devices or processes in the context of the Specified Service.

10.2. Where appropriate, Trinity shall be deemed to have asserted its moral rights over any documents or other material provided or created by Trinity in the provision of the Specified Service.

10.3. Trinity warrants to the Client that:

10.3.1. no documents or other material and data or other information and devices or processes will be provided by Trinity for use in the provision of the Specified Service which infringe any third party intellectual property rights;

10.3.2. any documents or other materials created by Trinity in the provision of the Specified Service for use by the Client will be original and created specifically for the Client.

10.4. The Client warrants to Trinity that no documents or other material and data or other information and devices or processes will be provided by the Client to Trinity for use in the provision of the Specified Service which infringe any third party Intellectual Property Rights.

10.5. In the event that a claim for the infringement of third party Intellectual Property Rights is made or intimated against Trinity in relation to documents or other material, data and other information or devices and processes provided to Trinity by the Client for use in the provision of the Specified Service or which the Client dictated should be used by Trinity in the provision of the Specified Service, the Client shall indemnify Trinity against any and all costs, expenses, damages or other losses suffered or payments made by Trinity in connection with the claim and any associated judgment or settlement.

 

11. Confidentiality

11.1. Both parties will take all reasonable steps to ensure that any documents or other materials and data or other information which are supplied to the other party in the provision of the Specified Service and are clearly marked as confidential remain confidential to the parties. Such information will only be made available by the parties to those personnel who have a reasonable need to know of it and the documents or other materials and data or other information or copies thereof will not be made available to any third parties. Either party is entitled to demand the return of all copies of any such documents or other materials and data or other information within 30 calendar days by giving the other party written notice.

11.2. This obligation of confidentiality will remain in force beyond the cessation or other termination of the Agreement.

11.3. On the cessation or earlier termination of the Agreement, each party shall return to other all documents or other material containing the Confidential Information.

11.4. This clause shall not apply to any documents or other materials and data or other information which are already in the public domain at the time when they are provided by either party, and shall cease to apply where either party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the other party.

11.5. Both parties undertake that any information which is received from the other party in the provision of the Specified Service will only be used for the purposes of the Agreement.

 

12. General

12.1. The parties to the Agreement are independent businesses and nothing in the Agreement or by virtue of performing it shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between (a) Trinity and/or any of its personnel and (b) the Client. Neither party shall be entitled to enter into agreements or other arrangements on behalf of the other.

12.2. Trinity shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of Trinity's obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond Trinity's reasonable control.

12.3. The Client is under no obligation to offer work to Trinity and Trinity is under no obligation to accept any work which may be offered by the Client. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of the Specified Service.

12.4. The terms of the Agreement and these Terms of Service represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise.

12.5. Save for changes to the Specified Service, (which must be agreed in accordance with Clause 2), the terms of the Agreement may only be varied when the variation is recorded in writing and agreed by both parties.

12.6. Both parties agree that these Terms of Service are fair and reasonable in all the circumstances.

12.7. The Agreement, including these Terms of Service, will be governed and construed according to the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts.