BOXFISH - Standard Terms & Conditions

1. Duration

1.1. At the end of the pre-agreed Initial Period, the agreement may be terminated by either the Client or Boxfish (the Consultant) by giving three months’ notice in writing to the other. If 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 contract can be terminated by either party giving three months of notice in writing. This clause will be nullified should the agreement be for a single action at a fixed price undertaken for the Client by Boxfish.

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


2. Definitions

In this agreement, the following words and phrases shall have the meanings stated:

Invoices: means all of the Client’s supply contracts, agreements and invoices for all goods and services which relate to the Services provided by the Consultant (and such additional goods and services as agreed between the parties in writing).


3. Confidentiality

3.1. The Consultant agrees to maintain in strict confidence all information received from the Client concerning its Invoices, contracts and methods of working.

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

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


4. General

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

4.2. 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.

4.3. 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.

4.4. 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.

4.5. 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.

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

4.7. For the avoidance of doubt, the Client may not use another consultant or perform the Services itself or use the contents of the 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.

4.8. For avoidance of doubt, the Consultant will carry out procurement work for the Client. The Client will be informed when those tenders will be returned. A decision on which tender to accept will be expected from the Client on the day the tenders are returned. If the Client fails to make a decision and inform the Consultant before 4 pm on the date the tenders are returned, it may be necessary for the procurement to be refreshed, or tendered again. The Consultant reserves the right to charge the Client for such additional work at up to a maximum of £1,500 for each procurement tender refresh thereafter.

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

4.10. 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.

4.11. It is the responsibility of the Client to satisfy itself with the details terms of any contract which it enters into with any supplier.


5. GDPR Privacy Policy.

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 Management Services. 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/


6. Governing Law & Jurisdiction

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.


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