In these Terms and Conditions, the party who is contracting to receive services shall be referred to as the “Client”.
1. DESCRIPTION OF SERVICES. JRBN Consulting Limited will provide services as agreed in a separate contract which will be titled “SERVICE CONTRACT”. Each contract will be uniquely numbered and contain a detailed description of services which will be bound by these Terms and Conditions.
2. SERVICE BILLING. Unless otherwise explicitly stated in the Service Contract, services are billed per day per consultant plus VAT plus Travel. Unless otherwise explicitly stated in the Service Contract, the Client will be contracting with JRBN Consulting Limited to work for a set number of days in a 12 month (365 day) period or for a project specified in the Service Contract for a fixed fee.
3. PERFORMANCE OF SERVICES. The manner in which the services are to be performed and the specific hours to be worked by JRBN Consulting Limited shall be determined by JRBN Consulting Limited. Client will rely on JRBN Consulting Limited to work as many hours as may be reasonably necessary to fulfil JRBN Consulting Limited's obligations under the Service Contract. Dependant on the project/task that JRBN Consulting Limited is working on, work will be undertaken either in Client’s office or in JRBN Consulting Limited’s office, whichever is most convenient for both parties; a working day is generally 7 hours.
4. RETAINER/PAYMENT. Client may be required to pay a 20% retainer to JRBN Consulting Limited as specified in the Service Contract for the services and this fee shall be payable in advance upon signing the Service Contract. This retainer is non-refundable. JRBN Consulting Limited shall bill monthly or the first week of the month after work has commenced (whichever is first) and shall deduct 20% of the invoice billed from the retainer (if applicable).
5. TERM. The Service Contract shall terminate automatically upon completion by JRBN Consulting Limited of the services required by the Service Contract or 12 months (365 days) from the effective date of the Service Contract, whichever comes first.
6. TERMINATION. The services provided by JRBN Consulting Limited are done so at JRBN Consulting Limited’s sole discretion. JRBN Consulting Limited retain the right to rescind the Service Contract and services if impropriety is identified.
7. RELATIONSHIP OF PARTIES. It is understood by the Client that JRBN Consulting Limited is an independent contractor with respect to the Client, and not an employee of the Client. Client will not provide fringe benefits, including health insurance, paid vacation/holiday, sick pay, or any other employee benefit or contribution for the benefit of the consultant(s).
8. DISCLOSURE. JRBN Consulting Limited is not a lawyer/solicitor, nor licensed to practice law. Discussions can skirt legal issues and should be interpreted as opinions, or things to consider. If legal advice is desired, Client should consult a lawyer or solicitor.
9. CONTROL. Client maintains control of all decisions relating to their business and operations and should reject recommendations that they do not agree with.
10. COPYRIGHT. The contents of any document/manual/form are copyright of JRBN Consulting Limited and has been produced for the sole use of the Client. Reproduction of part or
all of the contents of any document/manual/form in any way is prohibited unless for the use of the Client. None of the contents of any document/manual/form may be copied or otherwise
incorporated into or stored in any other publication or other work in any manner (whether hard copy, electronic or other), without express permission from JRBN Consulting Limited.
11. EMPLOYEES. JRBN Consulting Limited's employees, who perform services for the Client under these Terms and Conditions shall also be bound by the provisions of these Terms and Conditions.
12. CONFIDENTIALITY. Client recognises that JRBN Consulting Limited has and will have the following information: business affairs; financial information including trading activity and patterns; personal information including files held by the Client regarding ID documentation for transactions; future plans; and other proprietary information (collectively, "Information") which are valuable, special and unique assets of the Client and need to be protected from improper disclosure. In consideration for the disclosure of the Information, JRBN Consulting Limited agrees that JRBN Consulting Limited will not at any time or in any manner, either directly or indirectly, use any Information for JRBN Consulting Limited's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior consent of the Client or unless required to do so by Law Enforcement Agencies or Regulators. JRBN Consulting Limited will protect the Information and treat it as strictly confidential.
13. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of the Service Contract shall remain in full force and effect after the termination or completion of the Service Contract.
14. SEVERABILITY. If any provision of these Terms and Conditions shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of these Terms and Conditions is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of the Terms and Conditions shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of the Terms and Conditions.
16. VARIATION OF THESE TERMS & CONDITIONS. These Terms and Conditions are subject to change from time to time and JRBN Consulting Limited reserves the right to make these changes at any time without notice. Clients continued use of JRBN Consulting Limited services after these changes constitutes acceptance of these Terms and Conditions as modified.
17. GOVERNING LAW AND JURISDICTION. The law of England and Wales applies to these Terms and Conditions and JRBN Consulting Limited will communicate with the Client in English. The English courts shall have exclusive jurisdiction on all matters related to the service and these Terms and Conditions.
18. INDEMNITY. Client indemnifies and shall hold JRBN Consulting Limited harmless from all claims and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Client arising out of or in connection with use of any services provided by JRBN Consulting Limited.
19. CLIENTS’ LIABILITY. Client will be liable for and will indemnify JRBN Consulting Limited against all or any costs, losses or liabilities JRBN Consulting Limited may incur
while performance of services as agreed in a Service Contract. This includes any costs, losses or liabilities JRBN Consulting Limited may incur with third party currency suppliers, banks, payment
processors or other institutions. The Client shall be liable to pay to JRBN Consulting Limited, on demand, all reasonable costs, charges or losses sustained or incurred by JRBN Consulting Limited
arising directly or indirectly from the Client's fraud, dishonesty, intentionally withholding information, negligence, or failure of any of its obligations under the Service Contract
20. RIGHT TO SIGN/ENGAGE FOR SERVICES. The person signing the Service Contract confirms that they have the requisite power and authority to enable the Client to enter into and accept full responsibility for the Service Contract on behalf of the Client.
21. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999. A person who is not a Party to the Contract shall not have any rights under or in connection with it.