Standard Terms and Conditions of Consultancy Services
Standard Terms and Conditions of Consultancy Services
- QFactorial, Q! and Consultant refers to Qfactorial Ltd
- Client refers to the party with whom QFactorial is contracted to provide consultancy services
- Project or assignment refers to the agreed and contracted consultancy services
2. Scope of consultancy services
The scope of consultancy services shall be as agreed in proposal documents and emails issued by QFactorial and amended in written correspondence with Client. Client agreement to the proposal and terms may be in the form of a purchase order, contract agreement or email instruction to proceed. Changes in scope are only effective if agreed by both parties in writing.
For the avoidance of doubt, QFactorial provides independent consultancy services and is not accredited to issue any form of approval certificate. No statement in any proposal, correspondence or discussion shall be interpreted to imply otherwise.
All work is undertaken on the assumption that Client will fulfil their part of any agreed action plan, including provision of the necessary in-house or third-party resources, facilities and communications. Deliverables are supplied on the assumption that they will only be used by Client in the context for which they are intended. Advice is provided on the assumption that, if followed, it will be followed in full and within the context for which it is intended. Where QFactorial is required to use Client documents or data as input, it is assumed that they will be provided in commonly readable electronic format.
No consulting work will be outsourced without prior written agreement from Client. Administrative work may be outsourced where neither Client nor QFactorial is able to provide the service in-house. Administrative work typically includes printing, reprographics, postage, delivery, data manipulation, document translation, file import/export, reformatting and re-typing. Any such work will be notified in advance and will be charged at cost plus any necessary administrative time. Administrative time will be charged at 50% of the applicable consultant day rate.
All work will be undertaken in accordance with timescales agreed in writing at the start of the project unless otherwise agreed in writing by QFactorial and Client.
Where the scope of consultancy services includes specific deliverables such as reports, presentations, analyses, management system documentation or training materials, these will be supplied in native electronic file format and/or PDF format, as preferred by Client. Printed copies will not be provided unless specifically included in the scope.
8. Intellectual property
Documented deliverables provided by QFactorial as part of the consultancy services become Client property on payment of the associated invoices. Once paid for, there are no restrictions on their use within the client organization, but there are limitations on external sharing. Such deliverables may contain QFactorial intellectual property and may only be shared with third parties for assurance purposes (e.g. clients, suppliers, auditors, insurers, regulators) and may not be copied, lent, sold or otherwise distributed for re-use or financial gain.
Where the scope of work or deliverables include provision of Q!Products that are commercially available through the QFactorial website or other outlets, such products may be subject to copyright and trademark rules and shall not be copied in part or whole, in any format or medium, including scanning and uploading to websites, computer networks or social media. This restriction does not apply to any Q!Products that are downloadable from the QFactorial website free of charge.
10. Trademark and copyright
Where pre-existing QFactorial products or materials are incorporated into the scope of work, these are provided in good faith and remain the intellectual property of QFactorial. These will be subject to copyright and/or trademark rules and any infringement thereof is strictly prohibited.
QFactorial undertakes that information received or discovered during the consultancy services will be treated as confidential unless a) it is already in the public domain, b) disclosure is required by a higher authority or c) client agreement is obtained for disclosure. QFactorial consultants will abide by any non-disclosure agreements signed during the project. QFactorial and the client undertake to keep their contractual and commercial arrangements, including rates, confidential.
Both parties may make reasonable use of the other’s name and logo in marketing materials such as brochures, proposals, web pages and social media. Such use will be entirely positive in nature, identifying that QFactorial has undertaken work for Client and a broad description of the type and benefits of the project.
13. Charges and rates
Consultancy services may be billed based on an agreed set of deliverables for a fixed price, an agreed number of days at a fixed day-rate, or a combination of both options. In either case, expenses may be included or additional. All prices are quoted before applicable taxes have been applied. UK VAT will be charged for all UK projects.
14. Visits and expenses
Where the consultancy services require QFactorial to visit client or third-party premises, travel, accommodation and subsistence expenses will be charged at cost price unless otherwise agreed in writing. Expense reports and copies of receipts will be provided if required. During QFactorial visits to Client premises, Client shall provide QFactorial with reasonable access to people, facilities, products, services, documents, data, reports, records and IT infrastructure, including a desk with access to the local computer network, intranet and Wi-Fi connectivity, as necessary to carry out the work.
Invoices will be submitted by email as PDF attachments. Client is requested to acknowledge receipt within three working days. For short assignments, a single invoice will be issued on completion. In most other cases invoices will be issued at the end of each month in which work has been carried out. Alternatively, invoices can be issued according to a schedule agreed at the start of the work. For new clients, a down payment may be required at the start of each assignment until creditworthiness is established. Invoices will describe or itemize the work for which payment is due. If further substantiation is required, including timesheets or duplicate deliverables, this shall be agreed in writing at the start of the project and may incur an administration charge.
All invoices become due for payment 14 calendar days from the date of issue. Any error or dispute shall be brought immediately to the attention of QFactorial, no later than 7 calendar days after the date of issue. We reserve the right to charge statutory interest on late payments.
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Qfactorial is committed to ensuring that all aspects of its website are accessible, and compliant with the Disability and Discrimination Act.
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