Introduction
Services are supplied by Wonderland Ventures Ltd, a limited company registered in England and Wales (Reg. #10035321), whose registered business office address is Brunel House, 340 Firecrest Ct, Centre Pk, Cheshire WA1 1RG, subject to the following express terms and conditions (“Terms and Conditions of Business”).
The following definitions are used in these Terms and Conditions of Business:
- “Service Agreement” means the Terms and Conditions of Business sent to you which sets out the basis of our agreement with you.
- “Service” means the services which we offer to provide
- “The Provider” means representative or employee of the Company
- Wonderland Ventures Ltd is referred to in these Terms of Business as “the Company” or “us” or “we”.
- References in these Terms of Business to “you” or “your” are to the Company’s “Client” for the purpose of these Terms and Conditions of Business.
We are engaged by you as an independent contractor. Nothing herein will be deemed or construed to create a joint venture, partnership, or agency between us and you for any purpose whatsoever, or render us an agent or partner of yours, or vice versa.
Fees and Payments
Payment is due before commencement of the Services, unless otherwise agreed and documented.
Payment options and payment plans may be available on request.
You understand and agree that, in the event that you fail to make payment by the due date, we reserve the right to:
- Charge interest on any late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, on the amount unpaid at the rate of 8% per annum above the Bank of England base rate, from (and including) the date on which payment was due until (and excluding) the date on which payment in full is made; and
- Claim compensation for any reasonable debt recovery costs incurred by us from you should any action be undertaken to obtain settlement of the account; and
- Withhold the Services until all outstanding balances have been paid in full.
All payments are final and considered fully earned and non-refundable. If at any time during our work together, after the first 30 calendar days, you terminate this Agreement then payment is due for the time spent on this work up to the date of termination.
Refunds
All payments are final and considered fully earned and non-refundable. If at any time during the project The Client terminates this Agreement, then payment is due for the time spent on any related activity up to the date of termination.
Invoicing
Invoices are due for payment on presentation in full, in Pounds Sterling prior to the service being provided.
Except in so far as we are not permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all Engagements for you until all outstanding fees and disbursements are paid in full should they remain outstanding for whatever reason post provision.
Client Responsibilities
It is your responsibility to provide us with the information necessary in order for us to carry out our Service as and when requested by us and agreed by you.
You will agree the terms under which we provide any opinions or reports to third parties with us in advance and will not commit us to third parties without our prior written consent.
We undertake to provide the Services of the type and standard as agreed with you, and exercise all reasonable skill and care in provision of those Services
You understand that that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the nature of the relationship, you understand the importance of communication and task completion and agree to ask/respond to questions, requests, allotted tasks and communications to/from us.
You understand that we are a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects.
You understand that we may require detailed clarification of projects and activities in order to meet expectations and provide the best support and highest quality work.
You undertake to:
- At no time ask us to do anything unethical or contrary to the laws of England and Wales. Any such requests will be considered a breach of the agreement between the parties and will entitle us to terminate the Agreement with immediate effect. We reserve the right to refuse, without explanation, to undertake any work which we believe to be unethical or unlawful.
- Be responsible for notifying us in writing of any time limits, deadlines, or any other special requirements relating to the Services prior to us providing the Services. Such notifications shall not have retroactive effect.
- Be solely responsible for the final decisions at all stages of work provided in the course of the Services
You further understand and agree that in the event that you require us to carry out substantive work, i.e. that which falls outside the scope of the Services as set out the Agreement:
- Such work shall be subject to a separate agreement between us; and
- Such work will be subject to a separate fee.
Office Hours and Communication
Office hours are Monday to Friday, 9:00am to 5:00 pm GMT/BST.
Email is a primary form of communication between The Client and The Service Provider.
The Service Provider may be available for phone calls outside of office hours, however outside office hours are asked to be respected, especially weekends.
Meetings and appointments must be prescheduled.
Appointment and Re-Scheduling Policy
Appointments may be re-scheduled to a mutually convenient time and location upon sufficient notice.
The Service Provider requires 24-hours’ notice to cancel scheduled appointments. When possible, The Service Provider will attempt to accommodate a moved appointment with less notice.
No-shows and last-minute cancellations will be billed at an hourly rate of £100 for the allotted time that was scheduled with a one-hour minimum.
Instructions
You authorise us to act from time to time on instructions given in any manner (including but not limited to verbal and electronic instructions) in circumstances where we reasonably believe those instructions to have emanated from you or any person with authority to act on your behalf.
Confidentiality
Both parties agree to receive from the other in confidence all information either may disclose to the other, whether in oral, documentary, magnetic, electronic or any other tangible form and agree not to disclose to any third party or use for their own benefit or for the benefit of any third party any such information without the others prior written consent. The recipient shall use such information solely for the purposes of the Service.
Both parties agree to treat the information disclosed to them as confidential and to use their best efforts to prevent this disclosure of such information to others except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to our Engagement.
File Retention
It is our normal practice to retain documents relating to client engagements for three (3) years after the end of the relevant engagement. Thereafter, unless separate arrangements have been made, we will destroy the documents or papers without reference to you.
Intellectual Property Rights
We retain all copyright and other intellectual property rights in everything developed by us either before or during the course of the Service unless otherwise agreed.
Liability
We will not be liable to you for any Loss suffered by you unless due to our negligence, fraud or wilful default or due to a breach of our agreement.
We will not in any circumstances be liable to you for indirect or consequential Loss.
In this paragraph Loss means any loss, damage, costs or interest.
The Company is covered with a current Professional Indemnity Insurance policy.
Termination
Unless otherwise agreed, the Service Agreement may be terminated by either party with 20 working days written notice. If this Agreement is terminated prior to the completion of the number and type of sessions outlined in this Agreement the agreed fees and charges will be recalculated.
Working days exclude UK Bank Holidays. Working days also exclude any other client-observed workplace closures, including, but not limited to public holidays, school term breaks, mandated furloughs, etc..
Invalidity
In the event that any part of this Service Agreement is held to be invalid, the remainder of this Service Agreement will continue in full force and effect.
Governing Law and Jurisdiction
This agreement shall be construed and interpreted in accordance with English law and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales subject to our sole right to institute proceedings in any other court of competent jurisdiction.
Lien
All materials or property belonging to The Client, as well as work performed, may be retained as security until all just claims against The Client are satisfied.
Indemnification/Release of liability
The Client shall indemnify, defend and save The Service Provider harmless from any and all suits, costs, damages or proceedings, including, but not limited to, The Service Provider’s services, pertaining to any and all litigation in which The Client is a party. The Client shall pay all expenses incurred by The Service Provider including, but not limited to, all attorneys’ fees, costs and expenses incurred should The Service Provider be named a party in any litigation to which The Client is a party. The Client shall further indemnify and hold harmless The Service Provider and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of The Client, and from liability for injuries suffered by any person relating to The Client. This agreement to indemnify The Service Provider is not limited to any acts or omissions, statements or representations made by The Service Provider in the performance and/or non-performance of The Service Provider’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against The Service Provider. All reasonable precautions will be taken to safeguard the property entrusted to The Service Provider. The Service Provider will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, nor for unauthorized use by others of such property. The Service Provider will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. The Service Provider will not be held liable for typographical omissions or errors. Any liability on the part of The Service Provider as determined by a court of law will be limited to an amount not to exceed one month’s retainer.
Expiration and Modification
This Agreement shall remain in effect for a period of the agreed project or until such time as one or the other Party provides written notice of cancellation.
This Agreement may be modified or amended as necessary after negotiations initiated by either Party.
If agreement is reached, only a written instrument signed by both Parties will modify or amend this Agreement.
Effects of Waiver
Any waiver by either party of a breach or violation of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party. No waiver shall be binding unless executed in writing.
Complete Agreement
This Agreement, its Amendments, and referenced Attachments constitute the full and complete Agreement between the parties, and supersedes all prior understandings and Agreements, including any and all prior Agreements, whether written or oral, between the parties.
The parties acknowledge that they have relied solely on the covenants and representations set forth in this Agreement and no others.
Any amendments to this Agreement shall be in writing and signed by the party against whom enforcement of any waiver, change or modification or discharge is sought.
Binding Effect
This Agreement shall inure to the benefit of The Client, his/her heirs and assigns, and The Service Provider, his/her successors and assigns, including any corporation which services a merger, consolidation or reorganization with Service Provider or which purchases substantially all of The Service Provider’s assets.
Acknowledgement
The Client acknowledges that he/she has read this Agreement and has been afforded the opportunity to discuss and review this Agreement with attorneys of his/her choice, and that copies of the Agreement were provided to him/her prior to execution of this Agreement.
Applicable Law; Venue
This Agreement shall be governed by and construed according to the laws of the United Kingdom and shall not be construed against the drafter. The parties agree that any suit or action relating to this Agreement shall be instituted and commenced exclusively in the United Kingdom and the parties hereby waive the right to change such venue and hereby consent to the jurisdiction of such courts.
Fees and Costs
In the event of legal action arising out of this Agreement, the prevailing party in such legal action or proceeding shall be entitled to an award of costs and reasonable attorney fees in addition to any other relief awarded.
Severability
If any provision of this Agreement is held or deemed to be invalid or unenforceable to any extent when applied to any person or circumstance, the remaining provisions hereof and the enforcement of such provisions to other persons or circumstances, or to any other extent shall not be effected thereby, and each provision hereof shall be enforced to the fullest extent allowed by law.
Captions and Headings
The captions and headings throughout this Agreement are for convenience and reference only. The words contained in the captions and headings shall in no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any paragraph or the scope or the intent of this Agreement.
Counterparts
This Agreement and any amendments thereto may be executed in two or more counterparts, each of which shall constitute an original Agreement, but all of which together shall constitute one and the same Agreement.