Pearson Change - Creating Collaborative Workplaces

"Competition makes us faster; Collaboration makes us better"Firefly

Terms and Conditions

1. Introduction

This document sets out the terms on which we accept instructions and charge for our services. Our aim is to provide you with a professional HR, Leadership & Development and Coaching service which meets your requirements in a cost-effective manner.

If you instruct us to act for you, and we accept those instructions, we will issue you with our Terms of Engagement. These Terms should be read in conjunction with our Letter of Engagement.

2. Our Service

When you instruct us in a new matter we will acknowledge your instructions and set out the services which we will provide. This acknowledgement (our “Letter of Engagement”) should be read in conjunction with these Terms of Engagement and together they constitute our “Agreement”. If there is any inconsistency between the Letter of Engagement and these conditions, the letter will take precedence.

The Agreement will commence on the date you confirm the details of work contained in our Letter of Engagement.

3. Authority to Give Instructions

Unless we are acting for you personally you should tell us at the outset who is authorised to give us instructions. Unless we are advised to the contrary, we will assume that we are authorised to accept instructions from any person whom we reasonably believe to have authority to give instructions to us.

We will and can act on instructions given orally, or via electronic communication.

4. Our responsibilities

We will provide the services in accordance with your instructions. Unless otherwise specified in your instructions, all times, dates and prices are estimates only and may vary as a result of, without limit, the level of changes requested by you.

5. Roles and Responsibilities for Your Work

You are responsible for:

  • Ensuring any information you provide is complete and accurate
  • Ensuring we have any required access to your premises and suitable space and facilities in which we can deliver the services at the dates and times agreed
  • Being on time to any planned meetings or events
  • Making any payments due to us in a timely manner

We are responsible for delivering the services with all reasonable skill and care, and in full compliance of relevant established professional standards.

6. Access and Communication

We are contactable on working days between 09.00 and 17.00.

All telephone calls will be responded to as soon as possible and usually on the same day the call is received. All other correspondence will be responded to within 48 hours of receipt unless it is not practicable to do so. All communication will be via electronic means unless you specifically request otherwise.

7. Fees

Our fees and charges will be calculated on the basis set out in our Letter of Engagement or as otherwise agreed with you.

Unless otherwise stated our fees excludes any 3rd party costs or the costs of materials which are not yet known but will form part of the Services, which if applicable will be agreed separately. 3rd party costs may include without limit; training materials, room hire printing, postage and carriage.

For the avoidance of doubt, unless otherwise provided in our Letter of Engagement, and except as otherwise provided herein, you shall pay any additional charges which are incurred as a result of:

  1. additional work required or requested, including without limit, additional meetings, reviews, reports or any changes requested by you which are outside the scope of this Agreement; and/or,
  2. delays caused by you or your 3rd party suppliers or matters otherwise outside our reasonable control.

Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified herein.

8. Billing and Payment

Payment for the Services will be required within 14 days of the date of our invoice. Where the Services requested are lengthy or complex or involve managing 3rd party costs on your behalf we reserve the right to request a deposit or stage payments and if applicable will be detailed on our Letter of Engagement. It is our standard practice to bill all outstanding fees on a regular basis throughout an assignment.  This will usually be monthly unless otherwise agreed with you.

Payment can be made by direct bank transfer.

Where we have submitted work requiring your comment/approval prior to completion you are requested to respond within 30 days. After this time, if you have not contacted us, we reserve the right to invoice you for the full amount quoted.

If an invoice or part thereof remains outstanding after 14 days from the date of delivery, we reserve the right to charge interest and/or suspend work on all matters on which we are advising you and/or terminate our retainer.  In addition, all our invoices will become immediately due and payable.

Any queries relating to an invoice must be received within 7 days from the date of the invoice. Until a query is resolved you remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.

If payment is in arrears, late payment charges will be levied on a daily basis at 8% above the then current Bank of England base-lending rate. We reserve the right to levy additional charges for late payment, including an administration fee of £40 for each notice of late payment we issue to you and will take all action required to recover any sums outstanding.

Invoices overdue by more than 90 days will be passed to our solicitors for recovery plus any related costs and expenses.

9. Confidential Information

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publically known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.

Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.

We will comply with the relevant Data Protection laws in storing and processing any personal information you provide to us.

10. Intellectual Property

You will have the full right and licence to use copies of materials we create for you for the particular purpose for which they were prepared.  However, all copyright and other intellectual property rights in all documents, reports, written or electronic advice or other material provided by us to you remains with us.  If you wish to use copies of these materials for purposes other than those for which they were prepared, you will require our written permission.

11. Papers, Documents and Electronic Communication

You agree that we may store documents and papers electronically.

It is important that you keep all documents that relate in any way to the matter in respect of which you have instructed us.  This also includes but is not limited to electronic data such as emails.

At the conclusion of a matter we are entitled to retain all your papers and documents while there is money owing to us for our charges and expenses.

We will retain our files of papers (except for any of your papers which you ask to be returned to you, or which we decide to return to you) for a minimum of 6 years from the completion of the matter (or such longer period as we advise in writing when we close your file) after which they may be destroyed without further notice.

12. Termination of Instructions

You may terminate your instructions in writing to us at any time.

Consultancy Services

Consultancy Services may be cancelled on receipt of 30 days notice. Where you give less than 30 days notice you will be liable to pay us, in addition to the fees for all work undertaken and for all expenses incurred up to the date of termination, a payment of 50% of any fees that would have been due in the next 30 days had the instructions not been cancelled or where no timescales have been specified, 50% of the remaining instructions value.

Training Courses

Training Courses may be cancelled as follows;

  • If you are able to give more than 30 days notice of cancellation you will have no liability to us
  • If you give us between 14 and 30 days notice of cancellation you will be liable to pay to us a charge of 50% of the value of the training to cover our administrative and other costs.
  • If you give us less than 14 days notice of cancellation you will be liable to us to pay the full value of the training.

We reserve the right to vary or cancel a course where the occasion necessitates. Our liability in these circumstances shall be limited to refunding any fees already paid in respect of the course.

A request to reschedule a course will be treated as a request to cancel the course and rebook under a new Order.

All cancellation requests must be received and agreed in writing by us. The date on which the letter or email is received by us will be deemed as the date the request has been made.

For the avoidance of doubt this clause applies to all orders, even in circumstances where Agreement signature takes place within 30 days of the proposed start date for the Services.

14. Liability

Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims.

To the fullest extent permissible in law and except as expressly provided herein, We will not be liable by reason of breach of contract, negligence or otherwise for any loss of any kind occasioned to any person acting, omitting to act or refraining from acting in reliance on course materials, presentation of a course, information, advice or recommendations supplied as part of the Services, whether in writing or verbally, or for any loss incurred as a result of our failure to ensure that any form or document generated from the Services is appropriate and complete in all respects for the purpose to which the form or document is to be used.

15. Force Majeure

If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.