Unless agreed otherwise in writing, these are the general terms upon which TerraVerde Sustainability Limited Ltd (a company registered in England and Wales under company number 13053700) whose registered office is at 87 Iffley Road, London W6 0PD; offers to provide services to the Company.
The Services
- The Services as described in the Proposal, Scope Sheet or Advertisement will be provided with the degree of skill and expertise to be reasonably expected of a professional consultancy providing services of a similar nature.
- TerraVerde shall be free to determine which of its consultants shall be assigned to the provision of the Services and over what time.
- TerraVerde retains the right to review, revise and update the Services and/or rates charged, subject to the Client’s agreement.
- Invoice payments shall be forwarded in full to TerraVerde prior to the Services commencing and in advance of the kick-off meeting and forwarding of access codes.
- Any extra services agreed on a time / hourly basis will be invoiced on or near the 24th of each month and should be settled within 14 days. TerraVerde shall submit a detailed invoice plus VAT, if applicable.
- TerraVerde are independent contractors. No client work undertaken implies that any employment relationship or mutuality of obligations exists between the parties.
Client Obligations
- The Client shall co-operate with TerraVerde in all matters relating to service and provide, in a timely manner, access to the Client’s information, documentation, personnel and other facilities, as is required for the provision of the Services.
- The Client shall reimburse all expenses, necessarily incurred by TerraVerde, and which are agreed in writing in advance, subject to production of receipts or other appropriate evidence of payment.
- Neither party shall, at any time from the start of this Agreement to the expiry of 12 months after the completion of the Services, solicit or entice away from the other party or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the other party, without such party’s prior written consent.
- Unless agreed otherwise, the Company agrees not to disclose any confidential information about TerraVerde, particularly in relation to fees or other commercial terms.
TerraVerde Obligations
- TerraVerde acknowledges that, during the provision of the Services, it will have access to Confidential Information. TerraVerde therefore agrees not to use or disclose to any third party (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
- any use or disclosure authorised by the Client or required by law; or
- any information which is already in, or comes into, the public domain otherwise than through TerraVerde’s unauthorised disclosure.
TerraVerde will use its reasonable endeavours to ensure that its consultants and employees comply with similar obligations of confidentiality.
- The carbon footprint and the consumption data from the assignment will be confidentially retained by TerraVerde on a nameless and anonymous basis, for the sole purpose of allowing benchmarking of other tourism companies in the same format as the Client will see its own benchmark.
Intellectual Property
- All Intellectual Property Rights of all reports, documents, papers, drawings, designs, graphics, logos, software, and all other materials whether hard copy or electronic shall remain the ownership of the party first introducing them. Each agrees that all proprietary systems and processes introduced shall remain the sole property of the providing party.
Limitation of Liability
- TerraVerde shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
- Loss of profits or business
- Loss of goodwill, savings, goods or contracts
- Loss of use or corruption of data or information
- Or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
- Nothing in these conditions excludes the liability of TerraVerde:
- for death or personal injury caused by TerraVerde’s negligence; or
- for fraud or fraudulent misrepresentation.
- TerraVerde’s total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the price paid for the Services.
- We provide our support and advice to the Company and accept no obligation or liability to any other party.
Force Majeure
- Neither party shall have any liability to the other, if it (or its sub-contractors) is prevented from, or delayed in, performing its obligations or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation, industrial disputes, failure of a utility service or transport network, act of God, war, civil commotion, compliance with any law or governmental order, rule, regulation or direction, accident, disease, breakdown of plant or machinery, fire, flood or storm.
Termination
- The Agreement is for one year, starting from the time that payment is received by TerraVerde. Either party can terminate this Agreement by providing the other with two months’ notice in writing. MODIFY
- Either party may terminate the Agreement with immediate effect with no liability for any further payments (other than amounts accrued before the Termination Date) if at any time the other party commits any gross misconduct affecting the Business of the terminating party or commits any serious or repeated breach or non-observance of any of these terms, including non-performance.
Entire Agreement
- This Agreement and the documents referred to in it (including, the Proposal and Scope Sheet) constitute the entire agreement between the parties.
Jurisdiction
- This Agreement is subject to the laws of England and Wales whose courts shall have exclusive jurisdiction to settle any dispute or claim.
