1. Parties, engagement letters and application
These general terms and conditions of business (“general terms”) shall apply to all engagements for professional services and advice (“services”) provided by Rex Consulting Ltd.
We may, from time to time, issue engagement letters in relation to particular assignments in which case those engagement letters shall be deemed, unless they provide otherwise, to incorporate these general terms (as they may have been amended or updated by notice to you from time to time).
These general terms only create rights enforceable by parties falling within the definitions set out in this section and section 8 and do not create any rights enforceable by any other party (“third parties”).
2. Fees
Where they have not been otherwise set or agreed our fees will be calculated by reference to the time spent on, the importance, complexity and urgency of, and the value of the knowledge and skills applied in the context of the particular assignment. Any fees or rates quoted or estimated are exclusive of value added, government sales or similar taxes and disbursements.
Our normal practice is to submit invoices for services rendered and disbursements incurred on a monthly basis unless a different payment period is specified in a contract. Invoices are payable within 7 days of receipt. In the event that invoices are not paid within that time period we shall be entitled to charge interest for late payment at a rate of 2% above the base rate of the European Central Bank on any balances outstanding.
3. Our responsibilities
We shall provide the services with all reasonable skill and care and will use reasonable endeavours to meet any timetable or deadline that we may agree with you. A more detailed description of the services to be provided in connection with any assignment may be found under the section headed “Scope” in the engagement letter (if any) issued in relation to that assignment.
4. Your responsibilities
You will provide us with all necessary documentation and information required in order to enable us to provide the services. You will also ensure that your staff and any third parties who are otherwise assisting, advising or representing you will co-operate with us in the provision of the services. Any delay or failure to provide documentation, information or co-operation may result in our being unable to meet any agreed timetable and in additional work being required.
You confirm that the information provided to us will be accurate and complete and that unless otherwise agreed in writing we may rely upon it without seeking to verify or check it in any way.
You also confirm that, in relation to any particular assignment, we shall only be treated as having notice of information provided to the staff who are members of the team performing the assignment in question.
5. Intellectual property rights, skills and know-how
The Intellectual Property Rights in all materials created or otherwise generated by us during the course of providing any services shall remain our property. No report, document or publication produced by us (in whatever form) may be reproduced or distributed, in whole or in part, without our prior written consent although consent is given for any reproduction or distribution that you undertake within your own organisation.
For the purposes of these general terms the term “Intellectual Property Rights” shall mean all patents, trademarks, design rights (whether registerable or otherwise), applications for any of these, copyrights, database rights, trade or business names and other similar rights or obligation whether registerable or not in any country.
You confirm that we are free (subject to complying with any duties in relation to confidentiality) to use any skill, know-how or methodologies used or acquired in providing the services for our own business purposes.
6. Confidentiality and Data Protection
We will treat as confidential all information (whether provided orally, in writing or in any other form) which you provide to us for the purposes of any assignment.
All reports, advice, opinions, letters or other information provided by us to you are provided solely for your use and for the specific purposes indicated to us or envisaged in any engagement letter. Except where we agree in writing, they should not be disclosed or provided to any third party. In the absence of our express written agreement to the contrary we accept no responsibility whatsoever for any consequences arising from any third party relying on any such reports, advice, opinions, letters or other information.
The provisions in sections 5 and 6 restricting disclosure of confidential information shall not apply to any information which:
- is or becomes public knowledge other than as a consequence of breach of these general terms;
- b. is already in the possession of the other party without restriction before the date of receipt from the disclosing party;
- c. is required to be disclosed by any applicable law, professional or regulatory authority or order of a court of competent jurisdiction.
Subject to our complying with our obligations in respect of confidentiality we shall be free to act for clients whose interests compete with or oppose yours without having to first obtain your consent to so doing.
Where we receive personal data and act as a data processor on your behalf we confirm that we will take appropriate technical and organisational measures to protect that personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access. We will only process in accordance with your instructions. We understand that your instructions are to process the personal data in question only for the purposes of providing services to you or for other reasonable purposes which are ancillary to the provision of such services.
7. Termination
In relation to any assignment governed by these general terms, either may terminate that assignment on notice to the other party in writing. We shall be entitled to be paid for services rendered up to the date of any such termination, and for disbursements incurred.
The termination of any one assignment shall not, unless expressly stated to do so, terminate any other assignment that we may be carrying out for you and shall not operate to affect any provisions that either expressly or by implication survive such termination.
8. Limitation of liability
We acknowledge that we will be liable to you for losses, damages, cost or expenses (“losses”) caused by our negligence, breach of contract, or wilful default, subject to the following provisions:
- we will only be liable to you for any losses you suffer that correspond directly and are limited to our degree of responsibility for the losses in question;
- we will not be liable if and to the extent that such losses are due to the provision of false, inaccurate, misleading or incomplete information or documentation or due to the acts or omissions of any other person;
- our aggregate liability to you whether in contract, tort, breach of statutory duty or otherwise for any losses whatsoever and howsoever caused arising from or in any way connected with any one assignment shall not exceed the amount specified in the engagement letter (“the Amount”) relating to that assignment. If no amount is specified or in respect of each assignment where no engagement letter has been issued the Amount (including any claims for interest and costs) shall mean €100,000 or, if greater, the fees payable with respect to the particular assignment pursuant to which such liability arises. In the case of annually recurring services, the amount of fees payable will be determined by reference to the fees paid by you pursuant to the applicable engagement letter during the one-year period immediately preceding the event from which such liability arises.
Unless otherwise specified or defined in an engagement letter, the term “assignment” shall mean either a discrete piece of standalone advice or, where there is a series of connected or linked pieces of advice forming a project or matter, that project or matter as a whole.
For the purposes of this section 8 the terms “we”, “our” and “us” shall be construed so as to include the directors, officers, employees, agents and sub-contractors of Rex Consulting.
Nothing in this section shall exclude or restrict our liability for personal injury, death, fraud, gross negligence or dishonesty or otherwise to the extent that we cannot do so by law.
9. Staff retention
You shall not offer employment to any member of our staff who provides services to you, neither shall you use the services of such individual as an independent consultant, for a period of 12 months following the end of the involvement by the individual concerned with the services being provided to you. In the event that you breach this provision you agree to pay to us, as a reasonable pre-estimate of the loss that we are likely to suffer, a sum equivalent to 50% of the gross annual salary of the individual concerned.
10. Delay
We shall not be responsible for any failure or delay in the performance of the services, where such failure or delay is caused by matters beyond our control (including but not limited to your failure to comply with the obligations set out in section 4 above).
11. Severability
Should any of these general terms be declared void, illegal or otherwise unenforceable, the remainder shall survive unaffected.
12. Complaints procedure
We would prefer that you do not take action or commence any proceedings against us without first addressing your complaint to your usual contact, and, in the event that the matter remains unresolved following discussions with that individual, to the Managing Consultant.
13. Jurisdiction and governing law
These general terms and any engagement letter incorporating these general terms (whether by deemed incorporation or otherwise) shall be governed by and interpreted in accordance with Bulgarian law and the court of Sofia shall have jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise out of or in connection with these general terms or any assignments carried out pursuant to them.