1. Parties to the agreement – Tangram Technology Ltd. (hereafter Tangram) is engaged in the business of consulting and the provision of technical assistance and training to businesses through the use of skilled personnel or independent contractors. The client is defined in the proposal produced by Tangram. The parties to the agreement agree to abide by these terms and conditions of business. This agreement shall take the place of any previous contracts or verbal or written agreements and any modification to this agreement must be in writing and agreed between the parties
2. Character of services – It is the mutual intent of the parties that Tangram shall act strictly in a professional consulting capacity as an independent contractor for all purposes and in all situations and shall not be considered an employee of the client. Tangram reserves full control of their activities as to the manner and selection of methods with respect to the rendering of professional services to the client.
Tangram agrees to perform all activities in accordance with the highest and best state of the art of the profession.
3. Period of service and termination – The extent of services and supplies and/or period of service provided by Tangram shall be defined by the proposal produced by Tangram and agreed by the client. These services and supplies may be extended by the production of a new proposal and the mutual agreement of the parties hereto.
Either the client or Tangram may terminate this agreement by giving the other party thirty (30) days written notice of intention of such action. All invoices, fees and expenses payable up to the termination of the contract will become due as per the payment terms outlined in Section 5. The client has the right to halt or terminate the conduct of any seminar/workshop being delivered by Tangram without prior notice or claim for additional compensation should, in the opinion of the client, such conduct not be in the best interests of the client. All invoices, fees and expenses payable up to the termination of the contract will become due as per the payment terms outlined in Section 5.
4. Warranty and liability – Tangram will perform professional services, obtain findings and prepare recommendations in accordance with generally and currently accepted principles and practices. This warranty is in lieu of all other warranties either expressed or implied. Liability in the event of error or breach of contract shall be limited to the contract fees or the amount of the loss whichever is the lower.
5. Fees – Consulting fees payable are outlined in the relevant proposal to the client. Fixed fee contracts will be subject to full agreement by both parties of a defined schedule of work. Where a fixed project cost is not provided the fee scale shall be as per the current issue of the fee scale provided to the client with the proposal.
Expenses will be invoiced at cost as per the following:
Travel Expenses – Travel expenses necessary for the execution of the project, including air fares, rented vehicles, and road mileage in company or personal vehicles, which will be charged at 42p per mile. All travel will be by standard class unless otherwise agreed with the client.
Incidental Expenses – Expenses such as telephone charges, postage, printing and reproduction, computer services (including word processing) and other expenses directly attributable to the project. All claims for incidental expenses will be supported by invoices where available. No single incidental expense of greater than £200 will be incurred by Tangram on behalf of the client without the verbal approval of the client and no incidental expense of greater than £500 will be incurred by Tangram on behalf of the client without the written approval of the client.
Production Expenses – Where production materials are required to be purchased on behalf of the client these will be treated as per incidental expenses unless a previous written agreement has been reached.
6. Payment terms – Invoicing will be made on completion of the contract or, if previously agreed, on a monthly basis during the conduct of the contract. Payment for services rendered, goods supplied and agreed expenses shall become due 14 days from the delivery date or the invoice date, whichever is the latest. Accounts outstanding beyond normal credit terms may be passed to an authorised outside agency for collection and will be subject to a surcharge of £20 to cover the costs incurred. Interest will also be charged on the overdue amounts, currently at 20% p.a.. The company reserves the right to vary the interest rate charged.
7. Confidentiality and intellectual property – In the performance of the project Tangram will obtain information about the client and such information may include financial data, client lists, methods of operating, policy statements and other confidential data. Tangram agrees to restrict the use of such above-mentioned information to the performance of the duties described in the proposal. Tangram further agrees to return to the client upon completion of the project any and all documents (originals and copies) taken from the client to facilitate the project described in the proposal. Tangram will not release, under any circumstances, any details of any project undertaken without the prior written permission of the client. This includes the use of the clients name in any media release.
For material first produced or composed for the client under this agreement the client shall determine the disposition of the title to and the rights under any copyright, patent or other intellectual property secured by Tangram or its employees provided that the relevant accreditation and acknowledgement to Tangram is made and subject to the settlement of all outstanding invoices. This excludes intellectual property which is rejected for further development by the client and such material shall remain the property of Tangram. Development of intellectual property accepted by the client shall take place within two (2) years from the date of completion of the project. Failure to do so will result in the automatic grant to Tangram of a royalty free, non-exclusive irrevocable licence to reproduce, translate, publish, use and dispose of the relevant intellectual property.
For material not first produced or composed by Tangram in the performance of the project but which is incorporated into the material furnished under this agreement and identified as such Tangram retains all intellectual property rights.
Tangram agrees that they will not knowingly include any previously protected intellectual property in any material furnished or delivered under this agreement without the consent of the owner of the intellectual property, unless the specific written approval of the client to the inclusion of such material is secured.
All material first produced or composed for the client under this agreement shall be subject to inspection by the client at all reasonable times and subject to settlement of all outstanding invoices and the right of Tangram to retain a copy shall be delivered to the client or otherwise disposed of by Tangram, either as the client may from time to time direct during the progress of the work, or in any event as the client shall direct at the upon completion and termination of this agreement.
8. Tax and VAT – Tangram reserves the right to charge any taxes, VAT, duties or royalties etc. at the rate current at the time of invoicing. All prices are quoted exclusive of these items.
9. Claims – Any query regarding the invoice or the goods supplied must be made in writing within 14 days of the invoice date or delivery date, whichever is the latest. No claims outside this time will be entertained.
10. Assignment – Tangram reserves the right to assign all or any part of its interest in the project.
11. Law – These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.
Acceptance of instructions
1. We will ensure that we receive clear instructions from solicitors (in writing unless this is not practical). We are also aware that on occasions we may be instructed jointly by more than one party/solicitor or invited to answer specific questions raised by a party, other than the one by whom we have been primarily instructed. We will answer those questions promptly and impartially.
2. Instructions will be accepted only in matters where the expert:
(a) has the knowledge, experience, academic qualifications, or professional training appropriate for the assignment;
(b) has the resources to complete the matter within the timescales and to the standard required for the assignment;
3. We will not accept instructions if we are not able to prepare a report within a reasonable time, having regard to the timetable of the case. A timescale for the production of the report will be agreed. Notice of delay to be given as soon as possible.
4. We will make clear to solicitors what can and cannot be expected on completion of the assignment and in particular, as soon as possible after being instructed, we will identify aspects of a commission with which we are unfamiliar, or not competent to handle, or on which we require or would like further information or guidance.
5. If any part of the assignment is to be undertaken by parties other than the individual instructed, then:
(a) prior agreement will be obtained from the instructing solicitors;
(b) the names of the individuals to be engaged and details of their experience and qualifications will be given.
6. Where we have been instructed, the names of the individuals to be assigned to the project and details of their experience and qualification will be given on request.
Terms of Business
7. We will provide our Standard Terms and Conditions of Business and a Project Proposal for agreement prior to the acceptance of any instructions. These will include:
(a) daily or hourly rates of the experts to be engaged on the assignment or alternatively an agreed reasonable fee for the project or for the services;
(b) treatment of travelling time;
(c) likely expenses or disbursements;
(d) provision for preferred timing of payment, including any special provisions where the case is legally aided or where the fees are to be paid by a third party;
(e) contingency provision for payment of a specified fee in the event of late notice of cancellation of a court hearing, when the expert is likely to incur irrecoverable losses.
8. We will not accept payment for services contingent upon the nature of the evidence or the outcome of the case.
Confidentiality
9. The identity of the client or any information about the client acquired in the course of the commission shall not be disclosed by us except where consent has been obtained from the client
We will disclose to solicitors at the start of each project any personal or financial or other significant circumstances which might influence work for the client in any way not stated or implied in the instructions, in particular:
(a) any directorship or controlling interest in any business in competition with the client;
(b) any financial or other interest in goods or services (including software) under dispute;
(c) any personal relationship with any individual involved in the matter;
(d) the existence but not the name of any other client of ours with competing interests.
10. Any actual or potential conflict of interest will be reported to the solicitor as soon as it is raised or becomes apparent and the assignment must be terminated.
Investigation
11. We will consider whether there is a need to see the client, visit a site, etc, and if so, agree the practical arrangements with the solicitor in advance.
Preparation of the report
12. The report will cover:
(a) basic information such as names and dates;
(b) the source of the instructions and the purpose of the report;
(c) the history of the matter;
(d) the methodology used in investigation;
(e) the documents referred to in the preparation of the report and/or any evidence upon which the report is based;
(f) facts ascertained;
(g) inferences drawn from the facts, with reasoning;
(h) the conclusions, cross-referenced to the main text;
(i) summary of the expert’s qualifications and experience.
13. Matters of fact and opinion will be clearly distinguished. We will not express an opinion in a report on any matter outside the scope of our competence. Plain English will be used and any technical terms explained, in the text or a glossary.
14. Copies of any original material prepared by us for the case, and upon which we rely will be annexed to the report. Copies of other reference or technical material referred to will be readily accessible to be produced when required.
15. We are aware that any documents referred to in a report disclosed in proceedings may be subject to discovery. We will clarify from the solicitor to which documents reference should not be made, usually on grounds of privilege.
16. We are aware that we may be invited by the solicitor to amend or expand a report for the purposes of completeness, clarity, readability, or to ensure factual accuracy or consistency, but not to change, withdraw or omit statements of fact or opinion which are relevant to the issues in the case.
17. Our reports for the court will be dated and signed by the individual(s) who will, if required, give evidence in support of it.
18. If new evidence comes to light subsequent to disclosure of our report to the other party or the court, which leads us to modify our opinion, we will promptly advise the solicitor.
Meetings of experts
19. We may be instructed by the court, or invited by the parties/solicitors to discuss or meet with other parties’ experts, with a view to reaching agreement on the whole or aspects of the expert evidence, or narrowing the areas of disagreement. In these circumstances, We will ensure that: there is an agenda for the meeting and a note of the main points of agreement and/or disagreement reached at the meeting, agreed jointly with the other experts, if at all possible. Agreements between experts will be limited to technical issues: legal liability is not a matter for experts to decide.
Availability for court and attendance at trial
20. We are aware that when agreeing to prepare a report for court, we may be called to give oral evidence. We will take all reasonable steps to ensure we will be available to attend court if and when required, but we are aware that the solicitor may need to serve a witness summons in the event of real difficulty.
21. When giving evidence at court, our role is to assist the court, and remain independent of the parties. We will give evidence in an objective and unbiased way, and confine that evidence to matters within our competence relevant to issues in dispute.
Complaints procedure
22. We will provide a procedure for resolving complaints by solicitors or clients, including the following:
(a) at the start of the assignment, we will give the solicitor or client the name of the person to contact in the event that they are dissatisfied with the service provided;
(b) in the event of a complaint being made, we will tell the solicitor what the procedure will be for resolving the complaint, and give them the names and addresses of any professional or trade bodies of which the firm or the individuals assigned to the commission are members;
