Terms of Business

1. About these terms

These Terms of Business apply to all consulting, diagnostic, training and advisory services provided by Blazdell Consulting Ltd, trading as Blazdell Consultancy, a company registered in England and Wales under company number 11667742, with its registered office at 39 Birch Road, Ambrosden, Bicester, OX25 2RX, United Kingdom (“Blazdell”, “we”, “us”) to a client (“you”).

Each engagement is described in a written proposal, statement of work or engagement letter (a “Proposal”). A Proposal and these terms together form the contract between us. If a Proposal conflicts with these terms, the Proposal takes priority for that engagement.

These terms are for business customers only. Please read them carefully before accepting a Proposal.

2. Our services

We will provide the services set out in the Proposal (the “Services”) with reasonable skill and care, and in line with good industry practice.

Timescales in a Proposal are estimates. We will keep you informed of progress and tell you promptly about anything likely to cause a delay.

3. Your responsibilities

Our work depends on your cooperation. You agree to:

• give us timely access to your sites, people, systems and data as reasonably needed;
• make sure the information you provide is accurate and complete;
• tell us about any health, safety, security or site rules we must follow; and
• nominate a contact with authority to make decisions about the engagement.

If a delay or failure on your part affects the Services, we will not be responsible for the consequences, and we may charge for any additional time reasonably incurred.

4. Results

We base our recommendations on the information available to us and our professional judgement. Improvements depend on how, and how fully, recommendations are implemented, and on factors outside our control. Unless a Proposal expressly says otherwise, we do not guarantee any specific financial or operational result.

5. Fees, expenses and payment

• Fees. Our fees are set out in the Proposal. Fixed-fee work is charged at the agreed amount. Other work is charged at the day rates in the Proposal.
• VAT. All fees are exclusive of VAT, which will be added where applicable.
• Expenses. Unless the Proposal says otherwise, travel, accommodation and subsistence outside the UK, and any other agreed expenses, are charged at cost.
• Invoicing. Unless the Proposal says otherwise, fixed-fee diagnostics are invoiced on acceptance of the Proposal, and other work is invoiced monthly in arrears.
• Payment. Invoices are payable within 30 days of the invoice date.
• Late payment. We may charge interest and compensation on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Services while any undisputed invoice remains unpaid after we have given you written notice.

6. Plant Performance Diagnostic credit

Where a Proposal states it, the fee for a Plant Performance Diagnostic will be credited in full against the fees for an improvement project with Blazdell, provided the project is agreed in writing and starts within 90 days of the date we deliver the diagnostic report.

7. Changes, postponement and cancellation

• Either of us may propose changes to the Services. Changes that affect scope, fees or timing only take effect once agreed in writing.
• If you postpone or cancel scheduled on-site days with less than 5 business days’ notice, we may charge any non-refundable costs already incurred, such as travel.
• You may end an engagement at any time by giving us 30 days’ written notice. You will pay for Services performed and expenses incurred up to the date the engagement ends.
• Either of us may end an engagement immediately by written notice if the other commits a material breach that is not put right within 14 days of being asked to do so, or becomes insolvent.

8. Confidentiality

Each of us will keep confidential any information received from the other that is marked confidential or would reasonably be regarded as confidential, and will use it only for the purposes of the engagement. This does not apply to information that is already public (other than through a breach of these terms), that was lawfully known already, or that must be disclosed by law or a regulator.

These obligations continue for three years after the engagement ends.

9. Intellectual property

• Once you have paid in full, you own the reports and other materials created specifically for you under the engagement (the “Deliverables”).
• We keep ownership of our pre-existing materials, methods, tools, templates, know-how and general skills, including any improvements to them made during the engagement. We grant you a non-exclusive, perpetual licence to use any of these that are included in the Deliverables for your internal business purposes.
• We will only name you as a client, or publish a case study about our work for you, with your prior written consent. We may describe our work in anonymised form that does not identify you.

10. Data protection

Each of us will comply with the UK General Data Protection Regulation and the Data Protection Act 2018. If we process personal data on your behalf as part of the Services, we will do so only on your documented instructions and on the terms required by Article 28 of the UK GDPR, which we will agree with you where needed. Our privacy policy explains how we handle personal data as a controller.

11. Liability

• Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.
• Subject to that, neither of us will be liable for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
• Subject to that, our total liability arising from or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid to us under that engagement.

12. Non-solicitation

During an engagement and for 12 months afterwards, neither of us will directly solicit for employment any person who was materially involved in the engagement on the other’s behalf, without the other’s written consent. This does not prevent either of us from hiring someone who responds to a general advertisement.

13. Events outside our control

Neither of us will be liable for any delay or failure caused by events beyond our reasonable control. If such an event continues for more than 30 days, either of us may end the affected engagement by written notice.

14. General

• The Proposal and these terms form the entire agreement between us for the engagement, and replace any earlier discussions.
• Neither of us may transfer our rights under the contract without the other’s written consent, which will not be unreasonably withheld.
• No one other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• Notices must be in writing and may be sent by email to the addresses we each use for the engagement.
• If any part of these terms is found to be unenforceable, the rest will continue to apply.

15. Governing law

These terms, and any dispute arising from them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Contact

Questions about these terms can be sent to blazdell@blazdellconsultancy.com.