CPM21 Terms of Business

CPM21 Ltd – Terms of Business – V1 11th November 2023

1. Our Contract
1.1. These terms and conditions (Terms) together with our Engagement Letter set out the terms and conditions upon which CPM21 Ltd (I/we/us/our) will provide its consultancy and training services to you (Contract). These Terms apply to our Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.2. If there is any inconsistency with these Terms and our Engagement Letter, our Engagement Letter will take precedence.
1.3. Any quotation we provide shall not constitute an offer and is only valid for a period of 60 days from date of issue unless otherwise agreed by us in writing.

2. About us
2.1. We are a limited company, registered in England and Wales under company number 07988356 and have our registered office at TY Menter/Venture House, Navigation Park, Abercynon, CF45 4SN. Our VAT registration number is 914600159.
2.2. You can contact us by telephoning us on 01443 742895 or by e-mailing us at caroline@cpm21.co.uk.
2.3. If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail, by hand, or by pre-paid post to the trading address set out above. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you initially provide to us.

3. Definitions
In these Terms the following terms have the following meanings:
Charges: the charges payable by you for the supply of the Services in accordance with clause 7.
Deliverables: means any deliverables set out in the Engagement Letter to be produced by us in the provision of the Services.
Engagement Letter: the engagement letter provided by us to you detailing the Services, the Charges and other relevant information.
Services: the services, including the Deliverables, to be supplied by us to you as set out in the Engagement Letter.

4. Our Services
4.1. Your instruction to us to provide the Services to you will constitute an offer to purchase the Services. Such offer will be deemed accepted by us when we provide written acceptance of your instruction at which point the Contract shall come into existence.
4.2. We shall supply the Services in all material respects in accordance with the Engagement Letter.
4.3. The Services will be provided using reasonable skill and care.
4.4. In the provision of the Services, we will provide advice, guidance and make recommendations. It is for you to decide whether you wish to follow and implement the advice, guidance and recommendations we make.
4.5. We do not provide legal, GDPR, tax or financial advice as part of the Services.
4.6. Without limiting the general nature of clause 4.5 we do not give advice on legal professional privilege in relation to anti-money laundering reporting to the National Crime Agency.
4.7. We shall use reasonable endeavours to meet any agreed performance dates, but such dates are estimates only and time shall not be of the essence.
4.8. We reserve the right to make any changes to the Services which are necessary to comply with applicable laws, regulations, codes of conduct or which do not materially affect the nature or quality of the Services and we will notify you of such changes (if appropriate).
4.9. Where the Services are for the attendance at one of our training courses: –
4.9.1. we will provide written confirmation of the venue (including any online venue such as Zoom or Teams). We reserve the right to change the venue and will notify you accordingly. Confirmation of booking and details of venue will be sent by email only to the email address provided by you.
4.9.2. Course documentation will be disturbed at the venue.
4.9.3. the delegate you book to attend the training course should attend the training course for the full duration of the training course and must sign the delegate CPD/CPC register we provide. Where we are an SRA approved CPD provider we must comply with conditions attached to such accreditation. The issuing of any CPD/CPC certificate is subject to the delegate attending the training course for the full duration.
4.9.4. you may send a substitute delegate if the delegate in respect of whom your booking was originally made is unable to attend. Such substitute delegate must sign the CPD/CPC attendance register provided by us or record their attendance online.
4.9.5. we reserve the right to vary, cancel or postpone a training course at short notice where necessary. If we have to cancel a training course you will be refunded any payment of our Charges made prior to cancellation unless you wish to book onto a later course.
4.9.6. Payment for training courses must (unless otherwise agreed) be paid in advance.
4.9.7. you may cancel your booking on a training course up to 14 days before the date the training course is due to take place and receive a refund of any Charges paid prior to cancellation. No refund of our Charges will be made if you cancel your booking within 14 days of the date of the training course and if you have not paid our invoice, you will remain responsible for paying the invoice whether or not your delegate(s) attend(s). A receipted VAT invoice will normally be issued to the delegate or you within 14 days of the conclusion of the course.
4.9.8. Prices we charge may vary depending on the location of the course venue e.g., to all for varying costs such as venue hire and travel.
4.9.9. the course materials (including presentation slides and notes), provided are prepared for training purposes only. They are intended to be an integral part of the course presentation and do not necessarily stand on their own outside that context. They should not be used for the providing of advice to third parties. Course tutors are not authorised to provide practice management, legal, GDPR, financial, tax or other advice as part of the training course to any specific situation or issue. Neither we nor any of our consultants or tutors shall have any responsibility or liability for losses (including consequential loss) occurring because a person acts upon or fails to act, based on any statement made by the consultant or tutor, or anything contained in the course materials. You and/or the delegate are responsible for any decisions made or actions taken based on what the delegate has learned on the training course. You should seek appropriate professional, financial, tax and/or legal advice before making any decisions or taking any actions based on what you have heard, learned or read about on the course.
4.10 Web Page Hosting Services: where CPM21 provides a hosting service for information required under the SRA Transparency Rules, it accepts no responsibility for the content of such information or ensuring that such information is compliant with the SRA’s requirements. CPM21 will not be responsible for checking the firm’s website to check whether the data is displaying properly or at all. Firms therefore should monitor their website regularly to ensure that it is compliant with SRA Regulations and any other Laws and Regulations that apply to the website.

5. Your obligations
5.1. You shall:
5.1.1. cooperate with us in all matters relating to the Services;
5.1.2. provide us with clear, timely and accurate instructions and shall not deliberately mislead us;
5.1.3. provide us, our employees, consultants and sub-contractors with access to your premises and such other facilities as we may reasonably require to provide the Services;
5.1.4. provide a safe working environment for us to provide the Services and inform us of all safety and security requirements that apply at any premises at which we may perform the Services;
5.1.5. provide us with such information and materials as we may reasonably require to supply the Services and ensure all such information is complete and accurate;
5.1.6. promptly notify us of any inaccuracies in any information supplied by you and supply us with the correct information;
5.1.7. obtain any licences, permissions approvals or consents which may be required to enable us to provide the Services;
5.1.8. be solely responsible for procuring, maintaining and securing your network connections and telecommunications links to enable access to the Services and for all problems, conditions, delays, delivery failure and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;
5.1.9. comply with all applicable laws, regulations and codes of conduct and practice;
5.1.10. inform us of any matter of which you are aware, or later become aware, which could affect our ability to provide the Services;
5.1.11. be responsible for making all appropriate applications and for complying with deadlines associated with any applications for accreditations, audits, and other projects in respect of which we are providing the Services;
5.1.12. ensure that your officers, employees and consultants comply at all times with your internal policies and procedures whether or not produced in the provision of the Services;
5.1.13. safeguard any documentation or information which is required for the performance of the Services;
5.1.14. comply with any specific obligations set out in the Engagement Letter.

5.2. In the provision of the Services, we may schedule specific appointments during which we will meet with you onsite or online. Should you wish to re-arrange a scheduled appointment we require not less than 10 working days written notice. However, should cancellations take place within 10 working-days of the scheduled date, they may be subject to a charge of 50% of our daily rate/agreed fee and if within 5 working-days 100%.
To ensure availability of our consultants at the time your firm/organisation wants them, dates should be planned at least 6 weeks in advance. We reserve the right to substitute an equally skilled consultant where necessary.

5.3. You shall not, without our prior written consent, at any time during the provision of the Services or in the 6-month period following the expiry or termination of this Contract solicit or entice away from us or employ or attempt to employ any person who is, or has been engaged as our employee, consultant or sub-contractor in the provision of the Services.
5.4. If our ability to perform our obligations under the Contract is prevented or delayed or we suffer any loss, costs or expenses due to a failure on your part to perform your obligations set out in these Terms (Your Default) then without limiting any other remedy available to us: –
5.4.1. we may suspend the supply of the Services until such time as Your Default has been remedied;
5.4.2. we shall not be responsible for any delays or for any costs or losses you incur arising directly or indirectly out of our inability to perform our obligations;
5.4.3. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.

6. Changes to the Services
6.1. If you require a change to the Services, please provide us with details of the requested change in writing. We will use all reasonable endeavours to accommodate your change. Upon receipt of your request, we will advise you of any impact of the proposed changes upon the Services, any agreed timescales, any necessary variations to our Charges and any other impact upon the Contract. No change will be implemented until such time as we have agreed the necessary changes to the Services and any additional charges payable.

7. Fees and Payment
7.1. In consideration of us providing the Services you must pay our Charges in accordance with this clause 7.
7.2. Our Charges are set out in the Engagement Letter.
7.3. If you wish to change the scope of the Services in accordance with clause 6 and we agree to such change, we will modify the Charges accordingly.
7.4. Unless otherwise stated in the Engagement Letter, our Charges exclude the cost of hotel, subsistence, travelling and other ancillary expenses reasonably incurred by us in connection with the Services. Such expenses shall be invoiced by us in addition to our Charges.
7.5. Our Charges are exclusive of value added tax (VAT). Where VAT is payable you must pay us such additional amounts in respect of VAT at the applicable rate at the same time as you pay the Charges.
7.6. Payment of each invoice we submit must be made within 30 days of the date of the invoice (but see Section 4.9 above regarding invoicing of and payment for Training Courses) in full and cleared funds to the bank account nominated by us in writing.
7.7. If you do not make any payment due to us by the due date for payment, we may (without affecting any of our other rights and remedies): –
7.7.1. suspend performance of the Services with immediate effect until you have paid us the outstanding amount; and/or
7.7.2. charge interest to you on the overdue amount at the rate of 4% a year above the base rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgement. You must pay us interest together with any overdue amount.
7.8. All amounts due by you to us under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Intellectual Property Rights
8.1. All patents, rights to invention, copyright, design rights or any other intellectual property rights (IPR) in or arising out of the performance of the Services by us (other than IPR in any materials you provide) shall belong to us.
8.2. Subject to payment of our Charges in accordance with clause 7, we grant to you, or shall procure the direct grant to you, of a fully paid up, worldwide, non-exclusive, licence to copy and modify the Deliverables for the purpose of receiving and using the Services and the Deliverables in your business. You must not sub-licence, assign or otherwise dispose of your rights granted under this clause 8.2 without our prior written consent.
8.3. Where in the provision of the Services, we are required to use any IPR owned by you or a third party (including but not limited to any software): – you grant us a fully paid up, non-exclusive, royalty free licence to copy and modify any materials provided by you for the duration of the Contract for the purpose of providing the Services to you; you warrant you are the owner of such IPR or are duly licenced to enable us to use such IPR; and you will reimburse us for any damages, losses, costs or expenses we incur if our use of such IPR is deemed to breach the rights of any third party.

9. Confidentiality
9.1. Each party to this Contract undertakes that it will not at any time disclose to any person any confidential information concerning the other party’s business, affairs, clients or suppliers except as permitted by clause 9.2.
9.2. Each party may disclose the other’s confidential information: –
9.2.1. to such of its respective employees, officers, representatives, sub-contractors/associates (including IT support companies), agents or professional advisers and auditors and Audit Bodies who need to know such information for the purposes of exercising its respective rights or carrying out its respective obligations under the Contract. Each party will each ensure that such employees, officers, representatives, sub-contractors/associates, agents or advisers comply with this clause 9;
9.2.2. as may be required by law, court of competent jurisdiction or any governmental or regulatory agency such as the Law Society, SRA or NCA or LAA.
9.3. Each party may only use the other’s confidential information for the purpose of fulfilling its respective obligations under the Contract.
9.4. Information shall not be deemed confidential if it is or becomes generally available to the public (other than by disclosure in breach of this Contract), was lawfully in the possession of the recipient on a non-confidential basis before disclosure by the disclosing party, or was, is or becomes available to the recipient on a non-confidential basis from a person who is not under any confidentiality obligation in respect of that information.

10. Data Protection
10.1. In this clause 10 Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR) and the Data Protection Act 2018 and regulations made thereunder.
10.2. Each party will comply with all applicable requirements of the Data Protection Legislation.
10.3. Our privacy policy (www.cpm21.co.uk) sets out how we will process your personal data.
10.4. Where the Services require us to process personal data only, we shall: –
10.4.1. process such personal data only on your written instructions unless we are otherwise required by law to process such data;
10.4.2. ensure that we have in place appropriate technical and organisational measures to protect such data;
10.4.3. ensure all personnel who have access to and/or process personal data are obliged to keep it confidential;
10.4.4. not transfer any personal data outside of the UK (except for Dropbox) without your written consent;
10.4.5. we will assist you, at your cost, in responding to any request from a data subject;
10.4.6. we will notify you on becoming aware of a personal data breach;
10.4.7. we will delete or return personal data on termination of this Contract save to the extent we are required by law or any regulatory requirement to keep the same;
10.4.8. we will maintain and keep records and information to demonstrate our compliance with this clause 10.

11. Complaint Procedure
11.1. We are committed to providing a high quality of service. If you are unhappy about any aspect of our service, please contact us. We have a complaints procedure which details how we handle complaints. This procedure is available on request. Any complaint will be handled promptly, efficiently and fairly in accordance with our complaint’s procedure.

12. Our liability
12.1. Nothing in the Contract excludes or limits in any way our liability for:
12.1.1. death or personal injury caused by negligence;
12.1.2. fraud or fraudulent misrepresentation;
12.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.1.4. in any other circumstances where it would be unlawful for us to exclude or limit our liability.
12.2. Whilst we will perform our Services using reasonable skill and care, we cannot guarantee that your applications for accreditations, audits, plans and projects in respect of which the Services are being provided will be successful. We further cannot guarantee that any application or reference to a regulatory authority or audit body will result in a specific outcome.
12.3. We shall not be liable to you for any liability, losses, costs, expenses or damages (Losses) you may incur or sustain arising out of the Services where such Losses have been incurred or sustained as a consequence of your failure to comply with advice given or implement any recommendations we have made in the provision of the Services.
12.4. We shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sale or business, loss of or damage to goodwill, or any indirect or consequential loss arising under or in connection with the Contract.
12.5. Our total liability to you in respect of all Losses arising under or in connection with this Contract whether in contract, tort (including negligence), breach of statutory duty or otherwise (Claim) shall not exceed the aggregate sum of our Charges payable under this Contract in the three-month period prior to the occurrence of the matter or incident giving rise to the Claim.

13. Termination
13.1. Without limiting any other rights available to it, either party may terminate the Contract by giving the other not less than 30 days’ written notice.
13.2. Without limiting any other rights available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: –
13.2.1. the other party commits a material breach of any term of the Contract and (if such a breach is remedial) fails to remedy that breach within 14 days of that party being notified to do so; or
13.2.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.
13.3. Without limiting any other rights available to us, we may terminate the Contract with immediate effect if you fail to pay any amount due under this Contract and fail to remedy that breach within 7 days of the due date for payment.

14. Consequences of Termination
14.1. On termination of the Contract: –
14.1.1. you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice which shall be payable by you immediately on receipt;
14.1.2. you shall return any materials we have supplied and any Deliverables which have not been fully paid for.
14.2. Termination shall not affect any rights, remedies obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

15. Events outside our control
15.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control including, without limitation, any act of God, flood, storm, epidemic, pandemic, economic or political sanctions, any law or regulation imposed by Government or any public authority or any interruption to a utility service (Event Outside Our Control).
15.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: –
15.2.1. we will contact you as soon as possible to notify you; and
15.2.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

16. Communications between us
16.1. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next day delivery service or email.
16.2. A notice or other communication is deemed to have been received: –
16.2.1. If delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
16.2.2. If sent by pre-paid first-class post or other next working day delivery service at 9.00 am the second day after posting; or
16.2.3. If sent by email at 9.00am on the next working day after transmission.
16.3. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

17. Other important terms
17.1. We may at any time assign, mortgage, charge, sub-contract, delegate or deal in any other manner with any or all of our rights and obligations under the Contract.
17.2. You must not assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.
17.3. Save as permitted under these Terms, no variation to these Terms shall be valid unless agreed in writing by us.
17.4. Unless expressly stated, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
17.5. Each of the clauses and paragraphs of the Contract operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses and paragraphs will remain in full force and effect.
17.6. If we fail to insist that you perform any of your obligations under the Contract or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
17.7. This Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, or representation or assurance or warranty that is not set out in the Contract.
17.8. This contract is governed by English and Welsh law. you and we both agree that the courts of England and Wales will have exclusive jurisdiction.