Terms & Conditions
Mad Hen Limited (Mad Hen) Hafod Fawr, Llandderfel, Gwynedd, LL23 7RN
MAD HEN promises to enhance the quality of relationships that people have with your brand, to develop your business and improve performance.
By accepting Mad Hen’s proposal for services, you are agreeing to the Terms and Conditions, detailed below.
We agree to work together:
A. Mad Hen will provide and you will the Consultancy Services subject to the terms and conditions (below) which you should read. Mad Hen will work with you to achieve greater results for you.
B. You have asked us to provide these Consultancy Services
The Consultancy Services will initially be limited to:
Attending an initial meeting with you to discuss your brief and your objectives for the project.
Preparing a report, analysing your brief and your objectives for the project, including finding your brand’s unique qualities and understanding your current business strategy.
Preparing and agreeing with you a plan of action to achieve your objectives, including redefining your business strategy and a brand strategy.
The cost for the above stages, and time scales, have been set out in Mad Hen’s proposal to you.
1 Mad hen’s obligations
Mad Hen will:
- use reasonable skill and care in providing the Consultancy Services, including suitably qualified and competent staff;
- retain management and control over any staff it assigns to provide the Consultancy Services; and
- comply with any site safety and security procedures that you make known to Mad Hen.
2 Your obligations
The Customer will:
- supply Mad Hen with all relevant information to help Mad Hen give the great service and perform its obligations;
- comply with all relevant regulations relating to the export of commodities and technical data;
- provide Mad Hen’s staff with safe access to your site to enable Mad Hen if necessary to perform its obligations under this Agreement; and
- be responsible for any use of its computer system and for the protection, integrity and backup of its data.
The Customer will not solicit, employ or hire any Mad Hen staff who provide the Consultancy Services during this Agreement or for 9 months afterwards.
3 Price and payment
- The Price covers the costs for all of Mad Hen’s staff assigned to provide the Consultancy Services.
- Reasonable costs or expenses for travel, subsistence and overnight accommodation shall be invoiced, in addition, where appropriate.
- The Price is fixed for 6 months from the date of this Agreement. Mad Hen may vary the Price to reflect its prevailing prices, by giving you 30 days’ prior written notice.
- Mad Hen will invoice the Price for each Stage as set out in our proposal, after the Services have been provided, and you will pay the invoiced. Payment to be made no later than 30 days the from the invoice date.
- Mad Hen prefers to work with you to resolve outstanding issues. But if any payments are overdue then Mad Hen may (1) charge interest at 5% from the invoice payment date, and (2) withhold the Consultancy Service, in either case until payment is made in full.
- You agree to work with us to resolve any disputes on invoices and to pay any undisputed amounts. Either of us may refer an invoice dispute to arbitration by a firm of accountants to be nominated by both parties or, in the absence of such agreement, by the President of the Institute of Chartered Accountants in England and Wales.
4 Changes to this agreement
- The Price is an estimate based on Mad Hen’s current understanding of your requirements. If the Consultancy Services need changing then we will discuss a revised scope, price and timescales with you. If agreement cannot be reached then no changes will take effect.
- If you cancel or postpone a day on which we have agreed to provide Consultancy Services at your premises, without giving 24 hours’ prior written notice, we may levy a charge of 15% of the Price for the relevant Stage.
- Any change to this Agreement must be in writing and signed by authorised representatives of both parties.
5 Confidential documents and intellectual property
- Mad Hen and the Customer will keep all proprietary or business sensitive information secret and disclose it only for the proper performance this Agreement or when ordered by a competent court. Unless you object, Mad Hen may use your name and logo to announce that you are a client of Mad Hen.
- Any intellectual property rights in any software, documentation, know how, methods and concepts, used or developed by Mad Hen in providing the Consultancy Services are Mad Hen’s property. Provided all payments are paid in full, Mad Hen grants the Customer a non-exclusive and non transferable license to use the same solely for your internal business purposes for 2 years. Mad Hen but does not warrant that any software it provides is free from error or operates without interruption.
6 Accepting and excluding liability
Mad Hen accepts liability:
- for death or personal injury, to the extent caused by the negligent act or omission, breach or default of Mad Hen; and
- for direct physical loss or damage to the Customer’s tangible property up to £1,000,000 where and to the extent that such loss or damage is caused by Mad Hen’s the negligent act or omission, breach or default; and
- for other direct loss or damage up to 150% of the Prices or £20,000, whichever is the greater where and to the extent that, such loss or damage is caused by the Mad Hen’s negligent act or omission, breach or default.
Except as stated, Mad Hen shall not be liable under this Agreement for:
- any loss of profits (direct or indirect), loss of business, loss of or damage to reputation, loss of customers, wasted management or other staff time, and
- any indirect, consequential loss or damage even if you advise Mad Hen of the possibility of incurring the same.
No action arising out of this Agreement may be brought by either party more than 2 years after the last of the Consultancy Services were performed or the last payment was made (whichever was the later).
7 Remedies when we cannot resolve any disputes
- Either of us may end the Services being provided and obligations in this Agreement upon 30 days’ written notice provided the other has committed a material breach of its terms or immediately if the other becomes insolvent.
- If you solicit, hire or employ staff contrary to paragraph 2, Mad Hen can terminate this Agreement immediately.
- The Customer will not assign or transfer this Agreement or any part to a third party without Mad Hen’s prior written consent.
- Neither party shall be liable for delay or failure to perform any of its obligations under this Agreement if such delay or failure results from circumstances beyond its reasonable control.
- If any of the clauses in this Appointment is held invalid or unenforceable then they may be modified retrospectively to make them enforceable.
- No third parties are given or can have rights under this Agreement.
- This Agreement will be governed by and construed in accordance with the laws of England and the parties submit to the English courts’ jurisdiction.