Cutlery and Allied Trades Research Association trading as CATRA, a company limited by Guarantee, registered in England ..registered number 0739777 registered office Henry Street, Sheffield S3 7EQ, United Kingdom of Great Britain.
Formed in 1952 by the British Cutlery industry and supported for many years by the British Government
Today working as an independent technology association
All staff are bound by secrecy undertakings and all clients information is kept strictly confidential
Bankers : Lloyds TSB, Church St. Sheffield, UK
Solicitors :Wake Smith Sheffield, UK
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Consultancy and Testing issued July 2006
1.1. Scope: This document defines the general terms (and provides additional explanation to clarify and amplify those terms) that shall apply to all consultancy agreements and retainer contracts involving CATRA. These clauses are incorporated into and form an integral part of our contract.
1.2. The parties: Cutlery and Allied Trades Research Association (hereinafter known as 'CATRA') and the Client: 'the Client' is the party with whom a contract of supply exists.
2.1. All commitments with respect to the timing and scope of a project given to the client by CATRA - whether verbal or written - are made in good faith but are made necessarily in advance of knowing the full scope of the difficulty that may pertain to performance on specific points (for example, un-foreseeable difficulty in obtaining certain information requested by the client). For this reason, whilst CATRA agrees to use its best endeavours to fulfil such commitments to clients on the timing and the scope of consultancy and other projects we cannot guarantee performance in either respect.
3.1. CATRA agrees to hold all information provided by the Client confidential where the client so specifies, save where such information is known to CATRA already, or exists already in the public domain, until, either the information enters the public domain, or CATRA is given the same information by a third party, or is released from its confidentiality requirement by the client, or the client is found in breach of contract with CATRA by a court of law (including non-payment of account) or three years have elapsed - whichever is the sooner.
3.2. The client agrees to hold confidential all information about CATRA's proposal(s), fee structures, fees and personnel.
4. Materials Supplied
4.1. CATRA agrees to handle any materials, such as product samples or documents, supplied by the client to CATRA in a responsible fashion and return them to the client upon request or they will be stored for a minimum period of 6 months after which time they will be destroyed. However, CATRA will not be responsible for any wear or tear occasioned nor for any loss or theft that might occur. All such material is supplied at the client's own risk and no liability for any financial restitution for any direct or indirect value is accepted nor any consequential loss.
5. Conflict of Interest
5.1. CATRA will decline any third party contract that would create a conflict of interest with the client's previously agreed instructions. Where such a conflict only becomes apparent after our agreement to act for the third party we will invoke Clauses 5.2 and 5.3 in respect of their contract.
5.2. CATRA warrants to bring to the attention of the client any conflict of interest that may arise between the client's instructions and the terms under which CATRA is acting, or has acted, for another client at the time that it becomes apparent to CATRA officers (where such third party instructions were received prior to the client's instructions). The client will then be free to vary his contract with CATRA in the light of this revelation to the extent that it is affected by the potential conflict of interest. Such a declaration by CATRA will be general in nature, so as not to prejudice the confidentiality with the third party.
5.3. CATRA will have the right to resign its contract in such circumstances if, in its judgment, it is unable to proceed with the contract and maintain its fiduciary duty. CATRA shall receive payment in full for hours worked and expenses incurred to the date of disclosure, including all due contract stage payments but not including any entitlement to pro-rata payment for any amounts payable on completion such as performance fees or terminal payments.
6. Rights of Ownership
6.1. CATRA warrants that all personnel, whether full-time employees or not, will be employed on terms that protect the Clients intellectual property rights.
6.2 Any report supplied to the client by CATRA will become the property of the client and may be distributed as the client sees fit. However if the client wishes to publish part of the report then CATRA reserves the right to examine such extraction to ensure that it remains in context of the report as a whole.
6.3 If the client wishes to use extracts from the reports for advertising or marketing purposes, in which the name of CATRA is used, prior permission from CATRA must be obtained. CATRA reserves the right to refuse such permission.
7.1. The remuneration structure agreed between the client and CATRA may be based on a number of methods. These are a 'retainer', a 'fixed fee', a 'time based rate' (e.g. day rate, also known as a per diem fee, or an hourly rate), a 'success fee', and a 'brokerage' or 'finder's'' fee'.
7.2. The client agrees to pay CATRA according to the fee structure outlined in CATRA's project proposal, as amended by subsequent written correspondence.
7.3. 'Retainer fee' shall be defined as a payment made to secure CATRA's services for a fixed period of time. The retainer shall be automatically renewed except where either party gives the appropriate notice or is in breach of the contract or where otherwise defined in the specific terms of the contract.
7.4. Fixed fee contracts cover the performance of an agreed service as outlined in our Project Proposal for an agreed remuneration. Extra time incurred by CATRA in the performance of the 'fixed fee' component of a contract shall be borne by CATRA. The fee shall be fixed in the currency in which the quotation is made, regardless of exchange rate movement.
8. Cancellation Rights
8.1. The contract shall be regarded as a whole unless there are break points within it agreed in advance or it is divided into stages or where it is subject to periodic renewal. Where no such division is agreed in advance and stipulated in the contract, the client shall be liable for the totality of the value of the contract - including all expenses incurred to the date of cancellation - whether or not the client wishes the work to be completed.
8.2. If a consultancy contract is expected to be for an extended period or to have phases contingent upon the results of earlier work, it will normally be divided into stages or subject to periodic renewal. Where such divisions apply, either party may choose not to continue the contract into the next phase without penalty (unless otherwise provided in the specific contract). Where such cancellation is by CATRA the client shall be entitled to a refund of that proportion of any advance of fees that relate to the remaining part of the contract.
8.3. Where the client cancels, the client shall pay for all stages of the contract that have been commenced. Should he choose not to have work completed on the stage underway prior to cancellation he remains liable for payment in full of this stage. The client also agrees to pay all expenses incurred, whether or not these relate to the stages cancelled or to any prior stages.
9. Payment Terms
9.1. The client agrees to be bound by the payment terms of 30 days net from date of invoice.
9.2. If the client fails to make any final payment without giving notification of due cause, then CATRA will withhold delivery of any final reports and will not be responsible for any inconvenience, loss or damage so caused.
9.3. The currency of payment will be stipulated in the client contract. Both parties agree to accept this in respect of all invoices and payments.
9.4. Unless otherwise explicitly provided by an individual contract, no account will be taken of any exchange rate fluctuations during the life of the contract. Each party accepts as their own responsibility the variation, whether favourable or unfavourable, that they may see in local currency terms in respect of the contract.
9.5. The client's responsibility is for payment to CATRA of the full amount agreed. The client agrees to adjust all payments to take into account any charges levied (such as may be made by the transferring bank), such that the full amount is received by CATRA. The client accepts that CATRA shall be entitled to recover all deducted amounts.
9.6. The client agrees to make payment by the method stipulated in the contract to the location stipulated in the contract. CATRA shall be entitled to recover any costs caused by any client variations in this respect not agreed in advance.
9.7 The client agrees to pay all government taxes and duties, regardless of origin, that may apply to all payments to CATRA. The client further agrees that, should there be a change in type or value during the life of the contract, whether favourable or unfavourable to the client, he will be responsible for them in totality. Each party will be responsible for recovering his own entitlements in respect of pre-payments (for example in respect of VAT or sales tax).
9.8. CATRA shall be entitled to charge interest at the rate of 2% per month on all amounts that remain unpaid 30 days after the agreed payment date.
10. Liability for Advice Given
10.1. CATRA provides information, advice and services in good faith based upon information available at the time. We do not warrant the accuracy of information provided. It is for the client to decide whether or not to accept our advice in making his own management decision. We advise that any data critical to a decision should be independently verified prior to being acted upon. Therefore CATRA accepts no liability for the consequences of its information, opinions and advice whether direct or indirect under any particular circumstances.
11.1. CATRA shall have the right, without further reference to the client, to publicise the fact that the client is, or was, a client and to utilise the client's name in publicity materials in this respect. CATRA may also describe in general terms the type of work conducted for the client, but shall not be permitted to link the two without the prior permission of the client.
11.2. Wherever the results of any commissioned work are cited by the client, the client agrees to make due reference to CATRA so as to make it clear who carried out the work, except where CATRA explicitly waives this right. This provision is notwithstanding the over-riding position over ownership of said product (outlined in Clause 6, Rights of Ownership, above).
12.1. CATRA shall have the right to discontinue immediately all work for the client should he or another person petition for his bankruptcy, or he be declared insolvent, or he be placed into administrative receivership or be generally unable to pay his bills as they become due.
12.2. In these circumstances CATRA will also be entitled to have a general lien on all goods and property of the client that is within CATRA’s possession and, following 14 days’ notice to dispose of such goods and property in such manner and at such prices as CATRA thinks fit and to apply the proceeds towards such debts.
13. Illegal activities
13.1. CATRA will not carry out any illegal activities on behalf of the client. Any requirement in this respect will nullify this contract in respect of performance and CATRA will be entitled to recover in full its fee and expenses.
13.2. The client agrees not to make any illegal use of any information provided by CATRA.
13.3. Neither party shall be liable to the other for any indirect, special or consequential damages.
14. Limitation of liability
14.1. Without prejudice to other more restrictive limitations elsewhere in this contract, liability on the part of CATRA is limited to the value of the contract with the client or the value of the loss whichever is the smaller. CATRA accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.
15. Force Majeure
15.1. Whilst CATRA agrees to use its best endeavours to perform the contract for the client as specified, CATRA will not be responsible for any delays or failure to complete the contract which are beyond CATRA's control and which could not have been reasonably predicted.
15.2. Where the delay caused by third party events outside either party's control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances the client will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and CATRA will be entitled to recover any costs already incurred.
16.1. Any disputes or claims shall be governed by and construed in accordance with English law and the jurisdiction of the English courts.
17.1. All unresolved disputes between the Parties shall be referred to arbitration in London before a single arbitrator to be appointed by agreement between the parties.
17.2. Both parties also agree that all disputes arising with respect to this contract will be arbitrated upon within the English legal system.
18.1. The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
19. Integral part of contract
19.1. The client, in signing the contract or issuing an order covering the contract, accepts that all of these terms have been read, understood and agreed.
19.2. The client agrees that all of the above terms form part of the contract between CATRA and the client, except where explicitly excluded or modified by the contract and shall take precedence over and shall not be varied by any other means including any terms or conditions that the client may from time to time apply to suppliers.
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