Catalysing Better Business
Catalysing Better Business

Terms & Conditions

Appendix 1 – Standard Terms and Conditions

(1)        EMB Excellence Limited”, a company incorporated in England and Wales and registered with company number 7479552, whose registered office is at 5 Merus Court, Meridian Business Park, Leicester LE19 1RJ (“The IIP Centre”) and

(2)        “The Client” shall mean the other party to this Agreement who acknowledges that they have had the opportunity of reading this agreement and has agreed to be bound by its terms, by signing the Proposal/Booking Form for Investors in People (IIP) Services.

 

RECITALS

A.         The IIP Centre (EMB Excellence Ltd) is engaged to arrange advice and assessments of those businesses wishing to be recognised as meeting the requirements of the Investors in People Standard.

B.         The Client has requested EMB Excellence Ltd to arrange to provide the said services on the terms and conditions set out below.

 

IT IS AGREED as follows:

 

1. Interpretation

1.1 In these conditions the following words and expressions shall have the following meanings:

“Agreement”                  means the Proposal for IIP Services, these terms and conditions and your obligations as an Investor in People

“Advice”                        means the provision of support for organisational development activities and offer advice about the practices, processes and cost-effective solutions that can be achieved from using Investors in People principles

“Assessment”                means the process of establishing whether the Client satisfies the requirements of the Investors in People Standards

“Contract”                      means this Contract and any schedules attached hereto

 “Force Majeure”            means in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other industrial action)

“IIP”                              means Investors in People

“Outcome”                     shall have the meaning set out in Clause 2.2

Context Discussion       means the meeting between the Practitioner and the Client to confirm the Client’s instructions and a plan

 Accreditation                means the Client meets the Requirements of the Standard

“Review”                        means the process to establish if the Client continues to meet the

Standard

“Services”                     means the service(s) the Client has agreed EMB Excellence Ltd to

provide (services detailed in Clause 4)

“Services Fee”               means the fee set out in the Proposal for the services

to be provided

“Site(s)”                         means the site which the Practitioner will conduct the IIP Services as confirmed by the Client

Site Date”                     means the date the Practitioner agrees with the Client

“Site Interview”               means the interview between the Practitioner and the Client which may

take place at any site as agreed between the Practitioner and the Client

Practitioner                   means a suitably qualified individual who have been contracted by

EMB Excellence Ltd to deliver the Service(s)

“Standard”                     means Investors in People Standard

 

2. Commencement and Duration

2.1        The Agreement shall commence at the date the Proposal has been signed and dated by the Client and shall cease upon either an Outcome being obtained or this agreement being terminated pursuant to Clause 7.

2.2        An outcome shall be either of the following:

(a) the Practitioner judges that the Client does not yet meet, nor continues to meet the IIP Standard and prepares a report as to the shortfalls in meeting the IIP Standard; or

(b) the Practitioner judges that the Client does meet or continues to meet the IIP standard.

2.3        In either case the Practitioner will at the end of the Assessment inform the Client of their findings

 

3. Obligations of EMB Excellence Ltd

3.1        EMB Excellence Ltd will upon receiving the Client’s request for IIP Services:

3.1.1     organise the IIP Service with a view to ensuring that the Client and Practitioner are well matched

3.1.2     assist in arranging suitable dates for the commencement on-site visits

3.1.4     provide support to both the Client and Practitioner throughout the IIP Service delivery and respond to any requests as a result of the On-site Plan

3.1.5     provide quality assurance audits in respect of the assessment process and to ensure that the final report meets Investors in People Community Interest Company requirements

3.1.6     In the event of a dispute between the Practitioner and the Client, EMB Excellence Ltd will endeavour to resolve that dispute and failing resolution will take steps to locate another suitable Practitioner

3.1.7     In the event of any delay occurring in the delivery of the IIP Service, EMB Excellence Ltd will consult the Client and where the delay appears to be unreasonable and in any event, exceeds 72 hours in duration EMB Excellence Ltd will use its reasonable endeavours to appoint a new Practitioner to complete the IIP Service.

3.1.8     Agrees to treat as secret and confidential and not at any time (except as is expressly authorised by the terms and conditions of this agreement) to disclose any information about the client, its employees, advisors, contractors or its business.

 

4. Obligations of the Client

4.1        The Client shall assist the IIP Service Process in whatever way reasonably required by EMB Excellence  Ltd to ensure the IIP Service can take place and in particular (but without limitation to the foregoing):

4.1.1     to ensure EMB Excellence Ltd is fully informed of the Client’s requirements for the IIP Service

4.1.2     to provide a contact name, address and telephone number of the individual responsible for the IIP Service

4.1.3     to allow the Practitioner full access to any written evidence and all other documentation collated to support the Client’s application for the IIP award

4.1.4     to allow ready access during normal working hours to all personnel of the Client at the site(s)

4.1.5     to assist in the quality surveys undertaken by EMB Excellence Ltd to establish the level of service given by EMB Excellence  Ltd and the Practitioner

4.2        The Client shall not solicit or entice or attempt to solicit or entice away from EMB-X Ltd an individual who is currently employed or otherwise engaged by EMB-X Ltd or who during the past 12 months was employed or otherwise engaged by EMB-X Ltd.

4.3        Notwithstanding the scope of the engagement, responsibility for management decisions will remain with the directors of the Company and not with EMB Excellence Ltd. The client shall perform a credible review of recommendations and options allowing them to determine which to implement following our advice.

 

  1. Accreditation Disclosure

5.1        Investors in People accreditation is a prestigious award, highly valued by those organisations that have achieved it.  In order to protect this reputation and, in accepting to undertake Investors in People assessment (“Assessment”) as set out in this Plan, you acknowledge that:

5.2          Before or during the Assessment, your organisation will share in an open manner all matters pertaining to your organisation’s leadership, strategy and people practices (“Matters”). Without limitation, Matters may include statutory, regulatory, governmental and internal   investigations or judgements that have completed since the last Investors in People intervention, are ongoing or are planned.

5.3          Following the completion of the Assessment, and upon successful accreditation or reaccreditation, your organisation will inform Investors in People if any substantive change takes place, or is planned to take place in or to your organisation’s structure, strategy, management or culture (“Change”) which could affect your organisation’s Investors in People accredited status.  Without limitation, a Change may include any mergers, acquisitions, takeovers, new brand using existing people, cases of significant growth or reduction in employee numbers and changes in name or ownership.

5.4          Following the completion of the Assessment, and upon successful accreditation or reaccreditation, Investors in People may suspend or revoke your organisation’s accreditation if circumstances arise that attract adverse publicity or complaints are received about your   organisation’s practices (“Circumstances”). Without limitation, Circumstances may include serious allegations of or proven: breaches of legislation, failures of leadership, fraud or financial irregularities, employee mistreatment, activities incompatible with national security, actions that conflict with the Investors in People ethos.

 

6. Charges and Payment

6.1        The Client shall pay the fees of EMB Excellence Ltd in respect of the services 30 days from the date of the invoice raised. The invoice will be raised following the completion of the IIP Services. EMB Excellence Ltd reserves the right to raise interim invoices for its services at appropriate stages of the IIP Service Process in agreement with the Client.

 

6.2        Fees will be agreed in advance with the Client. Failure to pay the invoice by the due date may affect the Accreditation status of the organisation.

6.3        Fees will be exclusive of VAT

6.4        EMB Excellence Ltd reserves the right to charge interest on overdue invoices from the date when payment is due until the date payment is made at 4% above the Bank of England official dealing rate.

 

7. Cancellation

7.1       If the proposed Services are cancelled or postponed at short notice by the Client, EMB   Excellence Ltd reserves the right to charge the Client a cancellation Fee based on the     estimated costs of the service.

 

            Number of working days                      Maximum Charge

            before commencement

 

30 or more working days                       0% - except for any activity that has already taken                                                                      place (100% of planning time is then chargeable)

            10-29 working days                               60% of the estimated costs

            9 working days or less                           100% of the estimated costs

 

7.2        The cancellation fee may not apply in the following exceptional circumstances:

7.2.1 the announcement of major redundancies

7.2.2 the announcement of a take over/buy out

7.2.3 exceptional personal circumstances

 

8. Termination

8.1        Subject to payment of the fees to EMB Excellence Ltd, this agreement will terminate automatically upon delivery of the requested Services.

8.2        EMB Excellence Ltd shall not be required to fulfil its duties and obligations under this agreement if EMB Excellence Ltd is prevented from fulfilling its duties and obligations by any acts or omissions of the Client.

 

9. Liability

9.1        This Clause 8 sets out the Financial Liability of EMB Excellence Ltd (including liability for the acts or omissions of its employees, agents, consultants and sub-contractors) to the Client in respect of:

(a) any breach of this agreement

(b) any use made by the Client of the services; and

(c) any representation, statement or act or omission (including negligence arising under or in connection of this agreement

9.2        All warranties and conditions and other terms implied by statute or common law, are to the fullest extent permitted by law, excluded by this agreement.

9.3        The Client acknowledges and accepts that where services are required to change to comply with Investors in People Community Interest Company guidelines or any other legal requirements, EMB Excellence Ltd shall not be liable for breach under this Agreement.

9.4        Where the Practitioner is an independent Contractor, EMB Excellence shall not be liable for any act or omission of the Practitioner, save where such liability arises directly as a result of EMB Excellence Ltd.’s own negligence.

9.5        Nothing in this agreement limits or excludes the liability OF EMB Excellence Ltd for:

a) death or personal injury resulting from negligence; or

b) any damage or liability incurred by the Client as a result of fraud, or fraudulent misinterpretation by EMB Excellence Ltd

9.6        Subject to Clause 8.1 and Clause 8.2:

9.6.1     EMB Excellence Ltd shall not be liable for

a) loss of profit;

b) loss of business;

c) depletion of goodwill and/or similar losses;

d) loss of contract

d) loss of corruption of data or information or

e) any special indirect, consequential or pure economic loss, costs, damages, charges or expenses;

9.6.2     EMB Excellence Ltd.’s total liability in contract, (including negligence or breach of statutory         duty), misinterpretation, restitution, or otherwise arising in connection with the performance of    this agreement shall be limited to the Services Fee.

 

10 Force Majeure

10.1      If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstance in question.

10.2      Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this Agreement to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.

 

11 Data protection

11.1      The Parties each warrant to the other that they have and will maintain all necessary data protection notifications and, in providing the other or third parties with information under the terms of this Contract, they will not be in breach of any security arrangements or in breach of the Data Protection Act 1998 and all subordinate legislation under that Act, including all applicable data protection principles.

 

12 Entire Agreement

12.1      This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject manner.

12.2      Each Party acknowledges that in entering into this Contract it has not relied upon any representation, inducement promise or agreement, whether oral, written or otherwise made by or on behalf of the other Party and which has not been incorporated within or specifically referred to in this Contract, and that no other agreement, statement or promise not contained in this Contract shall be valid or binding.

 

13 Governed Law and Jurisdiction

13.1      This Contract shall be governed and construed in accordance with the Laws of England and Wales.

13.2      The Parties hereby submit to the exclusive jurisdiction and procedure of the English Courts.

 

14 Notice

14.1      Any notice to be given under this Agreement shall be in writing and shall be deemed to have been duly given if left at or sent by first class post, registered post or facsimile or other electronic media to a party at the address or relevant telecommunication number for such party or such other address as the party may from time to time designate by written notice to the other.

14.2      Any notice or other document shall be deemed to have been received by the addressee two working days following the date of despatch of the notice or other document by post or, where the notice or other document is sent by hand or is given by facsimile or other electronic media simultaneously with the delivery or transmission.

 

 

 

 

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