Terms and Conditions of Service

Bright Trees Consultant Limited

These Terms and Conditions apply to the provision of all Services by us, Bright Trees Consultants Ltd, a company registered in England and Wales under company number 11200576, whose registered office is at 1 Bright Trees Road, Geddington, Northants NN14 1BS (“the Company/we/us/our”).

  1. Definitions and Interpretation
    1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

      “Client/you/your” means the individual, firm or corporate body purchasing the Services. Where any individual enters into the Contract on behalf of a business, that individual confirms they have the authority to contractually bind and enter into the Contract on behalf of that business and the business will be the Client in the context of the Contract.
      “Contract” means the contract formed as detailed in clause 2, which will incorporate and be subject to these Terms and Conditions.
      “Quotation” means our written quotation to provide the Services, which, unless otherwise stated, remains open for acceptance for a period of 30 days and sets out our entire scope of works.
      “Services” means the required services carried out by us as detailed in our Quotation.
      “Term” means the term of the Contract as defined in clauses 2 and 9.
    2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
      1. “writing” and “written” includes emails and similar communications;
      2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
      3. “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
      4. a clause is a reference to a clause of these Terms and Conditions;
      5. “party/parties” refer to the parties to these Terms and Conditions; and
      6. the respective parties includes their employees, subcontractors and agents.
    3. The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.
    4. Words imparting the singular number include the plural and vice versa. References to persons include corporations.
  2. The Contract
    1. We will provide a written Quotation for the Services. The acceptance of our Quotation, electronically or otherwise, or the placement of an order, creates a legally binding Contract between you and us, and includes the acceptance of these Terms and Conditions, which will apply between you and us.
    2. You are responsible for the accuracy of any information submitted to us and for ensuring that our Quotation reflects your requirements. Our Quotation is based on the information provided to us at the time we prepare it. Should any errors or discrepancies become evident which affect the order value, we reserve the right to make adjustments to it.
    3. No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless we agree otherwise in writing.
    4. The Contract will be either on:
      1. a one-off basis for the duration of the project; or
      2. an ongoing basis, where it will continue for any minimum agreed Term and then will be automatically renewed on these same Terms and Conditions on a rolling basis for the same period as the original Term unless a written notice to terminate is given by either party in accordance with clause 9 below.
  3. The Services
    1. Both parties agree to use all reasonable endeavours to meet any deadlines as set out in the accepted Quotation. However, any such deadlines we may agree are done so in good faith and are estimates only. Time will not be of the essence in the performance of our Services.
    2. Our normal working hours are Monday to Friday, 9am – 5pm excluding public holidays in England. Services or visits required outside of these times will incur additional costs.
    3. If our Quotation includes a set number of hours or days, we will maintain time records recording usage and our decision on these is final. Once the allotted time is used, we will issue a further Quotation for additional time and we will be unable to respond to any queries until this Quotation is accepted.
  4. Site Visits and Meetings
    1. Any site visits and meetings included in our Quotation will be carried out at a time agreed between you and us in advance. We require a minimum of forty eight (48) hours’ notice to cancel or rearrange an agreed site visit or meeting. If we do not receive the required notice, or if we are unable to gain sufficient access to the required areas, people, records or systems in order to provide our Services, then we reserve the right to charge for the short-notice cancellation or aborted visit.
    2. If we have to reschedule or cancel a scheduled visit or meeting, we will contact you as soon as possible to minimise disruption and will rearrange this for as soon as reasonably possible.
    3. Where any aspect of the Services is to be undertaken on your premises, it is your responsibility to ensure that all necessary safeguards are in place and all safety measures taken to comply with the Health and Safety at Work etc. Act 1974 and subsequent legislation and to indemnify us against any consequence of a breach of said Act. We reserve the right not to commence work if we believe this not to be the case and to recover any losses incurred as a result.
  5. Documentation and Advice
    1. Any documentation we may provide will be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.
  6. Training
    1. If we have agreed to provide training, it will be your responsibility to provide the venue and facilities required for us to carry out the Services.
    2. If we have included for a set number of participants, this will be detailed in our Quotation. In the event of any increase or decrease in the number of participants you must notify us no later than 3 days prior to the training session and may result in additional costs being levied and/or the cancellation of the session, which will be subject to the cancellation provisions in clause 9 below.
    3. You are responsible for the participants at all times. Should the behaviour of any participant prove disruptive at any stage we will be entitled, at our sole discretion, to request the immediate removal of said participant from this and any future session.
  7. Fees and Payment
    1. You agree to pay the fees as detailed in the accepted Quotation in accordance with these terms of payment.
    2. Payment for one-off project work will be due at regular intervals throughout the duration of the project, or on completion of the Services, at our discretion. We also reserve the right to request a deposit up front before the Services commence. If so, this will be detailed in our Quotation and must be paid before any dates can be confirmed.
    3. Payment for ongoing Services will be due monthly throughout the Term.
    4. Payment for training is due in full, in advance, no later than two (2) weeks prior to the relevant training session. Should payment not be received within this timeframe, we reserve the right to cancel the training session and will charge for any costs incurred.
    5. All invoices are payable in pounds sterling by bank transfer, without set-off, withholding or deduction, strictly within fifteen (15) days from the date of invoice, unless otherwise agreed.
    6. All prices quoted are exclusive of VAT, where applicable.
    7. In addition, we will charge you for our reasonable travelling time and travel expenses, any incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
    8. The time of payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, we will have the right to suspend the Services, suspend any permissions granted under clause 3.4 where applicable, sell or dispose of any goods, materials or intellectual property produced for you, and charge you interest at a rate of 8% per annum above the Bank of England base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will be calculated cumulatively on a daily basis and will run from day to day and accrue after, as well as before any judgement. We will also charge for any costs we incur in attempting to recover any outstanding debt.
  8. Variation and Amendments
    1. If you wish to vary the Services to be provided, please notify us in writing as soon as possible. We will endeavour to make any required changes and we will invoice you for any additional costs incurred as a result.
    2. If we have to make any change in the arrangements relating to the provision of the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as reasonably possible in the circumstances.
    3. Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase necessitated as a result will be payable in accordance with clause 7 above.
  9. Cancellation and Termination
    1. Subject to clause 9.5, you are not entitled to cancel any one-off consultation, coaching programme or training Services after the Contract is formed. In the event of cancellation, you will be required to pay the total quoted fee, which will become immediately due and payable. Upon receipt of payment, we will hand over all works completed by us up to the date of cancellation in relation to the Contract.
    2. As detailed in clause 2.4.2, ongoing Contracts will continue for an initial minimum Term as outlined in our Quotation, and then will be automatically renewed on these same Terms and Conditions on a rolling basis for the same period as the original Term, unless a written notice to terminate is given by either party in accordance with this clause 9. Unless the specific Agreement states otherwise, such notice is to be given a minimum of ninety (90) days before the end of the then-current Term, and will be effective only at the end of that Term.
    3. We may terminate the Contract immediately without liability, by giving you written notice, in the event that you:
      1. fail to pay the fees when required to do so and fail or refuse to do so following the expiry of a written notice from us requesting such payment within five (5) days;
      2. commit a criminal offence or make any false or misleading statement, or negligent or fraudulent misrepresentation in relation to the Services, or otherwise fail to comply with your obligations under the Contract; or
      3. breach any of the provisions of Regulation 7 of The Management of Health and Safety at Work Regulations 1999, The Environmental Permitting (England and Wales) Regulations 2016 or the Health and Safety at Work etc. Act 1974.
    4. We may also terminate the Contract for any reason at any time, by giving you fourteen (14) days’ written notice.
    5. Either party has the right to terminate the Services immediately if the other party:
      1. has committed a material breach of the Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within fourteen (14) days after being given a written notice to do so; or
      2. goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
    6. In the event of termination:
      1. all payments due under the Contract will become due and immediately payable. In respect of Services provided but for which no invoice has been submitted, we will be entitled to submit an invoice, which will become due and immediately payable;
      2. you must immediately return all equipment and materials provided by us and if you fail to do so within seven (7) days from the date of termination, we will be entitled to enter onto your premises to take possession of them. Until they have been returned or repossessed, you will be solely responsible for their safe-keeping; and
      3. any and all obligations of the parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of the Contract will survive termination on a pro-rata basis.
      4. The rights to terminate the Contract given by this clause 9 will not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
  10. Confidentiality: Each party undertakes that throughout the duration of the Contract, the parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other party in writing.
  11. Literature and Representations: Any marketing literature is presented in good faith as a guide to represent the Services offered and does not form a part of the Contract. None of our employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing. In entering into the Contract, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.
  12. Intellectual Property
    1. We reserve all copyright and any other intellectual property rights which may subsist in the provision of the Services. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights.
    2. We will grant you a non-exclusive licence to use and copy any documentation or materials provided by us as part of work wholly commissioned by you, provided that distribution of any such copies is exclusively within your business, and where a branch of such a business is specified in the Contract, this licence will be granted solely to the branch specified. Under no circumstances may such materials and documentation provided by us be lent, hired out, sold or otherwise reproduced without our express written consent. We will not be responsible for updating the content of any materials or documentation provided to you to take account of events or changes in the law that take place after they have been provided to you. We will have no liability for advice given or documents prepared in relation to the Contract if they are used or relied upon in any other context other than that for which they were originally prepared. You are not entitled to use our company name or logo without our prior written consent.
    3. You warrant that any document or instruction furnished or given by you will not cause us to infringe any intellectual property rights of yours or any third party in the execution of our Services. You will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any such intellectual property rights which results from our use of your information.
  13. No Employment:Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
  14. Assignment and Sub-Contracting
    1. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.
    2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract, without your prior consent. Where we sub-contract the performance of any of our obligations under the Contract, we will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
  15. Liability and Indemnity
    1. Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
    2. Except as provided in clause 15.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are expressly excluded to the maximum extent permitted by law.
    3. We exclude all liability in respect of any claims arising out of any lack of information provided by you or any alteration to, or modification of, your procedures, working practices or conditions at the time of our investigation, unless such alteration and/or modification is made on our recommendation or with our express knowledge and consent.
    4. It is both your and our obligation to abide by current UK health and safety and environmental legislation. We will provide, to the best of our knowledge, advice, guidance and best practice within the realms of such legislation based on the information provided by you.
    5. Where we have good reason to believe that our professional advice is not being followed, we will take reasonable steps to ensure that any Client overruling or neglecting our advice is formally made aware of the potential adverse consequences which may result. We cannot be held liable for any consequences should our professional advice not be taken. We cannot be held liable for any adverse consequences where you have withheld information necessary for us to provide our professional advice.
    6. It is imperative that we are kept informed of any significant changes within your business (whether relating to your activities, products, services, people, infrastructure or equipment) that may or may not have an effect on your requirements, legal or otherwise. Should this information not be forthcoming from you, or should you not respond to our requests for information, we cannot be held responsible for any effects on your business’ requirements for which we have not been made aware or had no response to requests and have the right to terminate the Contract immediately without any financial or other liability to us whatsoever.
    7. In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees and expenses paid by you for the Services in the twelve (12) months immediately preceding the date on which the claim arose.
  16. Force Majeure: Neither party will be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storm, earthquake, epidemic, pandemic, act of terrorism or war, governmental action or any other event beyond the control of the party in question.
  17. Waiver
    No failure or delay by either party in exercising any of its rights under the Contract will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Contract will be deemed to be a waiver of any subsequent breach of the same or any other provision.
  18. Severance
    The parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) will be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable.
  19. Data Protection
    1. Both parties agree to comply with all applicable data protection legislation including, but not limited to, the General Data Protection Regulation 2016 (“GDPR”), the Data Protection Act 2018 and any subsequent amendments to them.
    2. If you provide us with the personal data (as defined in the GDPR) of any other person, you warrant that you have obtained the permission of that other person to pass their data to us. We will only collect, store and process it in order to provide the Services under the Contract and will not use it in any other manner without consent.
  20. Third Party Rights
    No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.
  21. Notices
    Notices will be deemed to have been duly received and properly served twenty-four (24) hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
  22. Law and Jurisdiction
    1. These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
    2. Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.