10.1. Where applicable, the Client agrees to promptly provide the Consultant, exclusively, with a Letter of Authority and copies of its bills for the duration of the Agreement and permit the Consultant to negotiate exclusively with suppliers on its behalf.

10.2 Where applicable, to complete the work(s) outlined in the Scope of Work, the Consultant will require access to various Client utility related data. Inaccurate or incomplete data received form the Client may impact on the Consultant’s ability to complete the works and/or submit agreed deliverables by any notified deadlines.

10.3 If the Client requests additional work or projects to be carried out by the Consultant outside of that specified in the Scope of Work, a quotation will be provided by the Consultant and terms agreed in writing between parties before the additional work or project proceeds.

Duration

10.4 Where applicable, the Utility Management Support defined in Pro-forma 3 (the Scope of Work) will be provided from the Commencement Date for an Initial Period of 36-months.

10.5 The agreement may be terminated by either the Client or the Consultant on the third anniversary of the Commencement Date by giving three months’ notice in writing to the other. If the full three months’ notice is not given by either party by the end of the Initial Period, the agreement will be automatically extended by 12 months to give time for contract renegotiations and to ensure that services to the Client are not disrupted. Thereafter, the extended 12 months contract can be terminated by either party giving full three months written notice at no later than 9 months. Not doing so will result in the contract between the client and Business Cost Consultants trading as Boxfish being renewed for an additional 12-month contract period.

10.6 The consultant reserves the right to adjust the base fixed fee in year 3 of the contract and/or in the optional 12-month extension period. If the Client does not agree to the proposed fee increase, they have the option to terminate the contract by giving three months of notice, with the notice period being charged at the original base fee.

10.7 In the event of termination of this agreement for any reason whatsoever, any amounts due to the Consultant shall be payable on demand.

Confidentiality

10.8 The Consultant agrees to maintain in strict confidence all information received from the Client concerning its data, specifications, drawings, schematics, utility invoices, contracts, and methods of working.

10.9 The Consultant may share information in relation to the Client with partner organisations which have entered into non-disclosure agreements with the Consultant.

10.10 The Client agrees to maintain in strict confidence the Consultant’s methods of working.

Payment

10.11 All invoices are due for payment within fourteen (14) days of the date of the invoice.

10.12 Value added tax at the ruling rate will be added to all Fees charged by the Consultant and will be shown separately on invoices sent to the Client.

10.13 If the Client exceeds the terms of business (14 days) or breaches this Agreement, the Consultant has the right to suspend services to the Client.

10.14 Interest shall be payable on any amount outstanding under any invoice from the due date for payment until paid, at a rate of 8% (eight per cent) per annum and the Client shall be liable for all costs, including legal fees, incurred in recovering any outstanding amount from the Client.

10.15 If the Client ceases to carry on or sells all or part of its business or becomes unable to pay its debts as they fall due for payment or makes a general assignation of its debts or makes a compromise or arrangement with its creditors or has a liquidator, receiver, administrator, trustee or similar officer appointed over all or any of its assets or undertaking, then all Fees due to the Consultant shall become payable immediately.

10.16 The Consultant and the Client shall both be required to act in good faith, honestly and reliably for the entire duration of this agreement.

General

10.17 The Consultant and the Client shall both be required to act in good faith, honestly and reliably for the entire duration of this agreement.

10.18 For the avoidance of doubt, the Client may not use another consultant or perform the Services itself or use the contents of any reports to agree new tariffs or arrangements directly with its suppliers, thus bypassing the Consultant. Should the Client take this action then a charge equal to a full 12 months of fees will be payable by the Client to the Consultant within 14 days of the invoice being issued by the Consultant and the Client being notified by the Consultant that such a breach of contract has occurred in relation to this clause.

10.19 For avoidance of doubt, the Consultant will carry out procurement work for the Client and the Client will be informed when those tenders summaries will be returned. A decision on which tender to accept will be expected from the Client on the day the tenders are returned to lock in quoted prices. If the Client fails to decide and inform the Consultant before 16:00 on the date the tenders are returned, it may be necessary for the procurement to be tendered again and any previously quoted prices may not remain valid. The Consultant reserves the right to charge the Client for such additional work at up to £500 for each procurement tender refresh thereafter.

10.20 Nothing in this agreement shall render the Consultant an employee, agent or partner of the Client.

10.21 This agreement constitutes the entire agreement between the parties and any amendments to its provision shall only be valid if made in writing between the parties.

10.22 It is the responsibility of the Client to satisfy itself with the detail’s terms of any contract which it enters with any supplier.

10.23 Business Cost Consultants t/a Boxfish currently hold some of your personal data which we will continue to hold and process through the condition of legitimate interests in order to provide you with Utility Support Services.

10.24 If you wish to view our full GDPR Policy advising you of your rights under the new legislation, please visit: https://www.weareboxfish.com/gdpr-policy/

10.25 This agreement shall be governed by and construed in all respects in accordance with Scots Law and the parties hereto irrevocably submit to the exclusive jurisdiction of the Scottish courts.