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Terms & Conditions – Consultancy


Services User Service Agreement

These Terms and Conditions and the attached Quote constitute the entire agreement (together ‘the
Agreement’) between MBB Consulting UK Ltd ‘MBB’ and You in relation to its subject matter and
supersede all prior discussions, representations and undertakings.
2. MBB and any Contracting Teacher Consultants from whom MBB procures any Services on Your behalf (‘a
Supplier’) shall have the right to make any changes at any time to the Services and the terms and
conditions upon which they are supplied which are necessary to comply with any applicable
legislation or safety requirements.
3. MBB shall be entitled to vary the provisions of these terms and conditions, but shall give You not
less than 7 days’ notice of any changes.
4. MBB will provide the Services to You as agreed between You and MBB as set out on quote
attached to this Agreement.
5. By agreeing that MBB shall provide or procure the provision of the Services to You, You shall be
deemed to have given MBB such authority as MBB shall reasonably consider necessary or
appropriate to enable it to provide or procure the provision of the Services.
6. All services that MBB carries out for You will be done with reasonable skill and care.
9. Time of performance of the Services is not of the essence. Where there is a deadline You must
specify this deadline prior to booking. MBB shall use its reasonable endeavours to meet any
requested times or dates for such performance, but shall have no liability for any failure to achieve
10. In respect of any Contracting Consultants ‘a Supplier’, MBb shall:
10.1. take reasonable care in the selection of each Supplier;
10.2. ensure that each Supplier is highly qualified to perform the tasks allocated to them;
10.3. properly instruct each Supplier as to the location of the work, and as to Your requirements;
10.4. ensure that each Supplier has a valid Public Liability Insurance policy in force at the time of
carrying out the Services.
11. MBB will charge for all out of pocket expenses incurred in the provision of the Services such as,
but not limited to, postage or courier services, travel. These will invoiced for as noted in clause 13.
12. MBB will invoice You monthly in arrears for all fees and out of pocket expenses incurred on Your
behalf and also on termination of the Agreement.

13. All invoices are due for payment within 7 days of the date of the invoice. No Services will be
provided until payment is made. Any expenses paid on Your behalf may be invoiced at any time and
are due for payment within 5 days of the invoice date.
14. You will be responsible for payment of any value added tax (VAT) chargeable in respect of any
taxable supply for VAT purposes made to You and for any applicable customs duties or other taxes
due in respect of goods and/or Services supplied to You.
17. Nothing in this Agreement shall exclude MBB liability for death or personal injury caused
through MBB’s negligence or that of any of its servants, agents or employees.
18. Save as set out in clause 18 MBB shall have no liability to You, and in particular (but not by way
of limitation) MBB shall have no liability to You:
18.1. for any damages, fees, costs or expenses for any act whether caused by a breach of contract or
negligence of a Supplier or otherwise.
18.2. for any increased costs or expenses or for any loss of profit, business, contracts, revenues, or
anticipated savings, or for any special, or any other indirect or consequential damage of any nature
19. MBB may terminate this Agreement at any time upon not less than 5 days’ written notice to You.
20. You may terminate this Agreement at any time upon not less than 7 days’ written notice to MBB.
21 Without prejudice to any other rights or remedies which either You or MBB may have, either
party may terminate the Agreement with immediate effect by giving written notice to the other
party if any of the following apply:
21.1 the other party commits a material breach of any term of the Agreement and (if such breach is
remediable) fails to remedy that breach within 30 days of that party being required in writing to do
21.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its
debts as they fall due or admits inability to pay its debts or (being a company or limited liability
partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency
Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable
prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or
(being a partnership) has any partner to whom any of the foregoing apply;

21.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in
connection with the winding up of that other party (being a company); or
21.4. the other party (being an individual) is the subject of a bankruptcy petition or order.
22 On termination of this Agreement for any reason:
22.1. You must immediately pay to MBB all of MBB’s outstanding unpaid invoices together with any
interest due and, in respect of Services supplied or expenses incurred but for which no invoice has
been submitted, MBB may submit an invoice, which shall be payable immediately on receipt;
22.2. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or
termination shall be unaffected, including the right to claim damages in respect of any breach of this
Agreement which existed at or before the date of termination or expiry; and
22.3. provisions which expressly or by implication survive termination shall continue in full force and
23. MBB will keep all data and information obtained from You secure and confidential and shall not
disclose it to anyone without Your consent but shall be entitled to disclose such data and
information to perform, or enable any Supplier to perform, any of the Services.
24. MBB shall have no liability to You if it is prevented from or delayed in performing its obligations
under this Agreement or from carrying on its business by acts, events, omissions or accidents
beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether
involving the Your workforce or any other party), failure of a utility service or transport network, act
of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental
order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or
default of suppliers or sub-contractors.
25. A person who is not a party to the Contract shall not have any rights to enforce its terms.
26. This Agreement and any dispute or claim arising out of, or in connection with, it, its subject
matter or formation (including noncontractual disputes or claims) shall be governed by, and
construed in accordance with, the laws of England and Wales and the Parties irrevocably agree that
the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising
out of, or in connection with, this Agreement, its subject matter or formation (including non-
contractual disputes or claims).

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