Terms and Conditions
“Altair” or “the Company” means Altair Consultancy and Advisory Services Limited and any subsidiary thereof.
“the Client” means the person or business to which Altair is providing the Services under the Contract.
“the Contract” means the agreement between Altair and the Client for the provision of the Services including these Terms and Conditions of Contract and the Terms of Engagement.
“the Services” means the services and/or goods to be provided by Altair to the Client under the Contract.
“the Assignment” means the assignment referred to in the Terms of Engagement.
“the Terms of Reference” means the terms of reference referred to in the Terms of Engagement.
“the Terms of Engagement” means the written terms of agreement between Altair and the Client, which incorporate these terms.
“these Terms” means these Terms and Conditions of Contract. Please note, the overview above is a simple summary document only.
2. Altair Terms
2.1. First and foremost, Altair is a management consultancy and business advisor. We are not legal, tax or audit advisors, nor do we give regulated financial advice. You should instruct appropriately qualified professional advisers where this type of advice is required. Altair does not accept responsibility for any losses suffered where you do not take appropriate professional advice.
2.2. These Terms are referred to as the “Altair” terms and shall apply to the provision of Services supplied to the Client under all contracts into which they are expressly incorporated.
2.3. Once incorporated, these Terms shall apply to the exclusion of all other terms and conditions (including any terms that the Client may purport to apply under any confirmation of instruction or similar document). The “Altair” terms shall continue to apply to all Services provided by Altair to the Client under this and under any other contract hereafter until expressly excluded in writing by Altair.
3. Proposals and Offers
3.1. Unless previously withdrawn Altair’s proposal, tender or offer document is open for acceptance by the Client within the period stated therein; or if no period is stated within thirty days only after its date of submission to the Client. The acceptance of Altair’s proposal, tender or offer must be accompanied by sufficient information to enable Altair to proceed forthwith with the provision of the Services upon Altair confirming acceptance by its acknowledgement of the Assignment. All proposals, tenders and offers are subject to confirmation at the time of the acknowledgement of the Assignment to the Client and no Contract shall exist until such confirmation has been given by Altair.
3.2. The Contract only includes such Services as are described therein. Any variation or extension of the Services not included in the Contract will be the subject of a separate proposal or offer and on the same terms and conditions as these and shall not be included within the Contract until accepted by the Client and confirmed by Altair by its acknowledgement of the varied or extended Assignment.
4. Assignment and Terms of Reference
4.1. Altair agrees to carry out the Contract in accordance with these Terms of Reference.
4.2. The Client agrees to cooperate with Altair in the performance of the Services and to give such support, facilities and information as may be reasonably required by Altair or its colleagues, associates or consultants to enable Altair to complete agreed works.
4.3. When engaging Altair, we will give you an initial fee estimate which fairly reflects the brief as we see it from our experience of delivering projects of the type requested. That fee estimate may be by way of a fixed fee for the initial project, an hourly rate, a daily rate or a blended rate. In any event, if the brief extends beyond that initially negotiated, we reserve the right to come back to you to negotiate such additional fees as may be required to meet the newly extended brief set at the same rate as the initial brief.
5. Charges and Payments
5.1. The Client agrees to pay the charges and expenses in accordance with the provisions of the Terms of Engagement.
5.2. All sums invoiced by Altair are payable within 30 days of the date of invoice. Without prejudice to any other rights under the Contract, Altair may charge interest on all sums which are not paid within 30 days from the date of invoice. Interest charged will be from the date of invoice to payment date at the greater of the rate prescribed from time to time pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 or 10% per annum whichever is the greater.
5.3. Altair may from time to time increase the hourly or daily rates (if applicable) by any mechanism contained within the Terms of Reference or by the Retail Price Index, using most recently available published data at the time that increase is communicated by Altair, whichever Altair in its absolute discretion deems appropriate.
5.4. During any period in which any payment from the Client remains unpaid for more than 30 days from the date of invoice, Altair may by notice to the Client immediately suspend all Services.
5.5. Expenses incurred by Altair and recoverable from the Client under the Terms of Reference (including without limitation travel, accommodation, materials and subsistence) and shall be charged at cost plus VAT payable by the Client.
5.6. Whenever a sum of money is owed by Altair to the Client under this or any other contract, Altair may credit that sum towards any invoice raised under the Contract.
5.7. Where Altair has undertaken a recruitment assignment in circumstances where the Client has absolute discretion as to whether or not to appoint the person or persons sourced by Altair, under no circumstances shall charges or expenses be repayable by Altair to the Client.
6. Calculation of Chargeable Time
6.1. Where an hourly or daily rate is charged, the calculation of Altair’s’ time may include:
• preparation prior to visiting a Client;
• travelling to and from the office at which the Altair colleague is normally based and the Client’s premises, or other places visited in connection with the Assignment;
• time spent with the Client (or with third parties on the Client’s behalf or at their request), at the Client’s premises or elsewhere in connection with the Assignment;
• research, drafting, writing, reviewing, etc., including internal planning, checking and reviewing by the colleague(s) directly working on the Assignment and their project manager (as part of our Quality Assurance) or a director (if different);
• presentation of the results of the Assignment.
7.1. Each party undertakes not to divulge or allow to be divulged to any other person or business any confidential information related to the business affairs of the other party other than in accordance with the Contract except where the confidential information was:
(a) Already known to it prior to receipt from the other party;
(b) Disclosed by it as required by law;
(c) Already in the public domain other than as a result of breach of the provisions of this clause.
7.2. Any party who instructs a sub-contractor or agent to perform any part of the Contract must seek the consent of the other party before disclosing confidential information to such sub-contractor or agent and require such sub-contractor or agent to sign an appropriate confidentiality undertaking in similar terms to this clause.
7.3. Altair complies with all data protection legislation including the General Data Protection Regulations 2018.
8.1. Altair undertakes to consult with the Client before delegating any of Altair’s obligations hereunder.
8.2. Altair shall have discretion as to which of its colleagues or associates are assigned to perform the Services but shall consult with the Client concerning any significant changes of personnel.
9. Intellectual Property
9.1. Altair will use its reasonable endeavours not to knowingly cause or permit anything to be done, which may damage or endanger the intellectual property of the Client or the Client’s title to it or assist or allow others to do so.
10. Liability and Insurance
10.1. Altair shall not be liable to the Client for loss or damage to the Client’s property unless due to the negligence or other failure of Altair to perform its obligations under the Contract, tort(s) or the general law.
10.2. Altair shall have no liability to the Client for any indirect, special or consequential loss to the Client arising out of, or in connection with, the provision of any goods or services pursuant to the Contract (except in respect of death or personal injury resulting from negligence on the part of Altair, its colleagues or associates) and the total liability by Altair for any other loss to the Client arising under, or pursuant to, the Contract (and whether as a result of a breach or non-performance of the Contract or in tort(s) or otherwise) in respect of any one event or series of connected events shall not exceed the net fee payable (after deduction of expenses and vat) to Altair under the Contract or our indemnity cover (if any) arranged pursuant to the Terms of Engagement whichever is the lower.
10.3. Nothing in the Contract precludes Altair or any of its colleagues or associates, taking such steps as are necessary in order to comply with the professional and/or ethical rules of any relevant professional body of which the individual may be a member or the taking of any action by Altair or any company of the group of companies of which it is a part from time to time from doing so or in order to comply with the requirements of any recognised investment exchange.
11. Termination for Breach
11.1. Altair may, by giving written notice to the Client, terminate the Contract with immediate effect in the event of:
a) failure by the Client to make punctual payment of all sums due to Altair;
b) the Client committing a breach of its obligations under the Contract which is capable of rectification, and failing to rectify the breach within 30 days of being notified of it by Altair;
c) the levying or distress or execution against the Client or making by it of any composition or arrangement with creditors or the presentation of a petition for the Client’s liquidation or bankruptcy or administration or the appointment of a receiver over any part of the Client’s assets;
d) the doing or permitting of any act by the Client which prejudices or puts into jeopardy any intellectual property rights of Altair;
e) the Client being in serious or persistent breach of its obligations under the Contract;
f) the Client doing any other act which in the reasonable opinion of Altair prejudices the successful completion of the Contract on the part of Altair.
11.2. The Client may by giving written notice to Altair to terminate the Contract with immediate effect if Altair has committed a breach of its obligations under the Contract (and if such breach is capable of rectification) has failed to rectify the breach within 30 days of being notified by the Client of the breach and the manner in which it should be remedied, has not rectified the breach.
11.3. Altair can, by giving written notice to the Client of a period not exceeding 1 month, terminate the Contract if, in the opinion of Altair, the working relationship with the Client has irretrievably broken down.
12. Termination and Consequences
12.1. In the event of the Contract being terminated whether by effluxion of time, notice, breach or otherwise and without prejudice to any other remedy available to Altair, the Client shall immediately pay to Altair:
(a) Any sums due under or pursuant to the Contract; and
(b) In the event of termination by reason of sub-clauses 11.1 or 11.3, any further sums which would but for the termination have fallen due by the end of the Contract less a discount for any accelerated payment at the rate of 5% per annum.
13. Recruitment of Altair’s Staff
13.1. The Client (including for this purpose any subsidiary or associated company) undertakes that it will not, nor will it encourage or assist any other person or company to directly or indirectly recruit as an employee or engage as an independent contractor any person employed or so engaged by Altair in connection with the provision of Services to the Client for a period of six months after such person last provided services to the Client unless agreed in writing in advance by Altair.
13.2. In the event that the Client is in breach of the undertaking in sub-clause 13.1, the Client and Altair agree that the Client will pay liquidated damages of a sum equal to 33% of the annual remuneration or payment and any other benefits payable to the relevant individual by Altair at the rate payable during the week immediately prior to such individual ceasing to provide services to Altair.
14. Consultant’s Outputs, Materials and Information
14.1. All intellectual property rights (including copyright) which are capable of existing in any documents, computer software or information or (without limit) other materials created or provided pursuant to the Contract by Altair shall be and remain Altair’s property.
14.2. The Client undertakes to keep all materials, documents and information provided to it by Altair confidential to itself and its employees, agents or contractors and not to distribute any product of the Services to any third party without Altair’s prior written consent.
14.3. Any materials produced or supplied to the Client by Altair in which intellectual property rights are capable of subsisting shall be licensed to the Client for internal use only in connection with the purposes of the Terms of Reference and such licence shall forthwith terminate on termination of the Contract for whatever reason (including the Company’s breach).
14.4. The Client and Altair undertake with each other that they will use their reasonable endeavours to ensure they do not, during the course of the Contract, knowingly infringe the intellectual property rights of any third party.
15. Altair’s References to Client
15.1. Subject to clause 7 (Confidentiality) Altair shall be entitled to refer to its provision of Services to the Client for any purpose in connection with Altair’s business (or the business of the group of companies of which it is a part) provided that prior to any published reference to the Client, Altair shall give the Client an opportunity to object to such reference and in the event of objection upon reasonable grounds shall not refer to the Client as proposed.
16. Force Majeure
16.1. Neither party shall be considered in breach of the Contract nor under any liability whatsoever to the other for non-performance, part performance, prospective performance or delay in the performance of any services or goods supplied or to be supplied which is directly or indirectly caused by a result of any event of Force Majeure. For the purpose of these terms, Force Majeure shall mean any circumstance beyond the reasonable control of the party affected thereby including national emergency, war, weather, prohibitive Government regulation or any cause beyond the reasonable control of the party seeking to rely upon the event of Force Majeure.
16.2. If the event of Force Majeure continues for a period in excess of 30 consecutive days either party shall have the right to terminate the Contract. In the event of such termination Altair shall be entitled to be paid for all work performed prior to the date of termination and for any unavoidable commitments entered into it prior to the date of termination.
17.1. Each of the parties’ warrants it has the power to enter into the Contract and that it has all necessary approvals to do so.
18. Whole Agreement
18.1. Each party acknowledges that the Contract contains the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its colleagues, associates, consultants, contractors or agents and has made its own independent investigations into all matters relevant to it.
19. Financial Services and Markets Act 2000
19.1. Nothing in these Conditions shall require Altair to include within the services to be provided to the Client the giving of investment advice or the arranging of deals in investments within the meaning of the Financial Services and Markets Act 2000.
20. Complaints Procedure
20.1. The Company has a Complaints Procedure, a copy of which is available on request.
21. Change of Address, Notices and General Provisions
21.1. Each of the parties shall, as part of the Contract when it is formed, and if necessary subsequently, give notice to the other of its postal address, facsimile and electronic mail details and shall notify any change or addition thereto at the earliest possible opportunity but in any event within 24 hours of such change or addition.
21.2. Any notice to be served on any of the parties by the other shall be sent by pre-paid recorded delivery or registered post to the postal address of the relevant party shown in the Contract or such other address substituted in writing under clause 21.1 (and if more than one address any such address) or by facsimile transmission or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by facsimile transmission or by electronic mail to the correct facsimile number or electronic mail number of the addressee (with correct answer back or confirmation of receipt).
21.3. References in these Terms to the parties shall include their respective heirs, successors in title, permitted assigns and personal representatives.
21.4. The headings in these Terms shall not affect its interpretation.
21.5. Any obligation on the part of the Client, which comprises more than one person or entity, shall be a joint and several obligation.
22. Proper Law and Jurisdiction
22.1. The Contract, and all parts of it including these Terms, shall be governed by English law including formation and interpretation and shall be deemed to have been made in England.
22.2. Any proceedings arising out of or in connection with the Contract may be brought in any court of competent jurisdiction in England or Wales.
22.3. The submission by the parties to such jurisdiction shall not limit the right of Altair to commence any proceedings arising out of, or in connection with, the Contract in any other jurisdiction it may consider appropriate.
22.4. Any notice of proceedings or other notices in connection with, or which would give effect to such proceedings may, without prejudice to any other method of service, be served upon any party in accordance with clause 22.1.
22.5. In the event that the Client is resident outside England, its address for service in England shall be any address provided in accordance with clause 22.1 and any time limits in any proceedings shall not be extended by virtue only of the foreign residence of the Client.
22.6. Failure by either party to enforce at any time, or for any period, any one or more of the provisions of the Contract shall not be a waiver of them of the right at any time subsequently to enforce all the provisions of the Contract.
23. Status of Consultant
23.1. Altair shall be an independent contractor and not the employee of the Client.
23.2. In such capacity, Altair shall bear exclusive responsibility for the payment of such National Insurance contributions that relate to its employees and for the discharge of any income tax and VAT liability arising out of remuneration for the provision of the Services.
23.3. Altair shall not be subject to directions from the Client as to the manner in which it shall perform any of the Services.
24. Assignment or Sub-Contracting
24.1. Altair shall be entitled to assign or sub-contract any of its rights or duties under the Contract (including the performance of the Services).
25.1. The Client shall not be entitled to withhold payment of any sum otherwise payable to Altair by reason of any claim, set-off or for damages in relation hereto.
26.1. In the event of any dispute or disagreement arising between the parties out of or in connection with the Contract (a “Dispute”), the parties’ project directors (which expression includes the person in the nearest equivalent role, if there is no such project director) shall within 10 days of a written request from either party to the other, setting out brief details of the Dispute, meet and use their best endeavours to settle the Dispute by good faith and negotiation.
26.2. If the project directors cannot resolve the Dispute it will be referred to the chief executives of each party (which expression includes the person in the nearest equivalent role, if there is no such chief executive) who will within 14 days after the meeting of the project directors meet and use their best endeavours to settle the Dispute by good faith and negotiation.
26.3. If any of the project directors or chief executives is unable to attend a meeting, a substitute may attend provided he or she has at least the same or reasonably comparable managerial or directorial responsibility and is authorised to settle the Dispute.
26.4. If the Dispute remains unresolved at the conclusion of the meeting of the chief executives either party may propose to the other in writing that the Dispute be referred to mediation. The mediator shall be agreed upon within seven days of the parties agreeing to mediate, failing which the mediator shall be appointed by the then Professional Standards Manager of the Institute of Management Consultancy. Unless otherwise agreed, the parties shall bear their own costs and shall share equally the costs of the mediation.
26.5. Nothing in this clause shall prevent either party seeking a preliminary injunction or other judicial relief at any time if in its judgment such action is necessary, nor shall Altair be precluded from issuing proceedings or taking any other step in relation to the non-payment of monies due.
27 All Parties agree the Terms and Conditions set out above are fair and reasonable and reflect the terms agreed between them. In the event any court concludes that any clause shall be found to be void in circumstances when such a clause would be valid if some part of the clause were deleted, or the scope restricted in any way, the Parties agree that such clause shall apply with such modification as may be necessary to make the clause valid and effective.
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