Terms and Conditions
The following definitions and rules of interpretation shall apply in these conditions:
1.2 Definitions Charges: the charges payable by the Customer for the supply of the services in accordance with Clause 8.
Conditions: these terms and conditions as amended from time to time
Contract: the contract between Robus Business Concierge Ltd and the Customer for the supply of services in accordance with these Conditions.
Controller: has the meaning set out in article 4(7) of the GDPR
Customer: the person or firm who purchases Services from Robus Business Concierge Ltd.
Data Protection Law: means: (a) Prior to 25 May 2018, the Data Protection Act 1998: (b) from 25 May 2018, the GDPR and any legislation which amends, re-enacts or replaces it in England and Wales: and (c) at all times, any other data protection laws and regulations applicable in England and Wales.
Data Subject: an individual who is the subject of Personal Data.
Expenses: such expenses as are reasonably incurred by the Supplier or its Consultants in providing the Services and as shall be advised by the Supplier from time to time as being recoverable from the Customer.
GDPR: General Data Protection Regulation (EU 2016/679).
Personal Data: has the meaning set out in article 4(1) of the GDPR and relates to such personal data, or any part of such personal data, in respect of which the Customer is the Controller and that data which Robus Business Concierge Ltd is processing on behalf of the Customer as part of the Services.
Processor: has the meaning set out in article 4(8) of the GDPR.
Process: has the meaning set out in article 4(2) of the GDPR (and
Processing: shall be constructed accordingly).
Robus Business Concierge Ltd: Rebecca Sharp of Flat 1, 1-2 Percival Terrace, Brighton BN2 1FA
Services: the business assistant and support services requested by the Customer from the Supplier’s available services as listed at www.robusbusinessconcierge.com and as detailed in the attached.
1. Basis of Contract
1.1 A valid and binding Contract between The Supplier and the Customer (and subject to these Conditions) shall come into existence on the date on which Robus Business Concierge Ltd receives a written acknowledgement of receipt of these Conditions from the Customer.
2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, customer, practice of courses of dealing.
2. Provision of Services
2.1 Robus Business Concierge Ltd shall provide the Services subject to these Conditions
2.2 Robus Business Concierge Ltd shall begin providing the Services on the agreed commencement date and shall continue to provide the Services until either party gives notice to end the supply of Services in accordance with clause 10.
2.3 If either party wishes to make any change in respect of the Services, such changes shall be agreed and recorded in writing in accordance with clause 7.
3. Supplier’s Obligations
3.1 shall provide the Services using all reasonable skill and care.
3.2 shall use reasonable endeavours to ensure that it as is required to provide the Services.
3.3 shall notify the Customer in the event that any holiday or sick days affect its ability to provide the Services and shall use reasonable endeavours to implement appropriate alternative arrangements to minimise any disruption to the Customer.
3.4 gives no warranty as to the success rate or effectiveness of:
4.4.1 telemarketing services; or
4.4.2 social media and paid ad campaigns and no representations made prior to entering into this contract shall form part of it.
4. Customer Obligations
4.1 The Customer shall:
(a) cooperate with Robus Business Concierge Ltd and its Consultants in all matters relating to the Services;
(b) provide, in a timely manner, all information and data and access to any systems owned by the Customer which are required by Robus Business Concierge Ltd and its Consultants in order to perform the Services and shall ensure that any information and data provided is accurate in all material respects: (c) provide Robus Business Concierge Ltd with regular feedback on the performance of the Services.
4.2 If Robus Business Concierge Ltd or its Consultants are prevented or delayed in providing the Services because of the Customer’s failure to comply with its obligations Robus Business Concierge Ltd shall not be liable for any costs, charges or losses incurred by the Customer as a result of such prevention or delay.
5. No Solicitation
5.1 The Customer must not, at any time during the provision of Services by Robus Business Concierge Ltd or for a period of 12 months after the date that Robus Business Concierge Ltd ceases (for whatever reason) to provide the Services, employ or attempt to employ any employee or subcontractor of Robus Business Concierge Ltd to cease work for Robus Business Concierge Ltd for any reason.
5.2 In the event that the Customer breaches clause 6.1, the Customer shall be liable to pay to the Supplier a sum representing the value of the past 6 months’ fees (or an average thereof multiplied by 6 where there have been less than 6 months of fees paid) paid to the Supplier.
5.3 This cause shall remain in force following termination of the Contract.
6. Change to Services
Should either party wish to change the Services in any respect, the party requesting the change shall put its request in writing to the other party. In the event that such change is agreed Robus Business Concierge Ltd shall write to the Customer detailing the agreed changes, including any change in the Fees for providing the amended Services.
7.1 The charges shall be calculated based on the number of contracted hours or minutes worked for the Customer pursuant to this Agreement at the Robus Business Concierge Ltd agreed rates as notified to the Customer from time to time.
7.2 Work undertaken in the following circumstances may be subject to special rates as notified to the Customer from time to time:
(a) work undertaken outside of the Supplier’s standard office hours of 9am to 5.30pm Monday to Friday (excluding Bank Holidays); and
(b) work undertaken within office hours but in excess of agreed contracted hours.
7.3 Time spent travelling to a destination other than Rebecca Sharp the Supplier’s usual place of business for the purpose of delivering the Services shall be charged at the Supplier’s standard rate from time to time in addition to any time charged for contracted hours worked.
7.4 The Supplier shall be entitled to claim all reasonable expenses including telephone, travel and accommodation costs incurred in the provision of the Services from the Customer. The Supplier will notify the Customer of any anticipated travel and accommodation costs before they are incurred where-ever it is able to do so. Mileage will be charged at 45p per mile unless notified otherwise.
7.5 The Supplier shall update its hourly rates on 1 April each year and at such other times as shall be advised on giving the Customer 28 days’ notice.
8. Invoicing and Payment
8.1 Robus ‘Packages’ The Supplier will invoice the Customer before work commences and will be agreed with a signed proposal
8.2 ‘Ad-hoc’ and ‘Consultancy’ will either be invoiced at the end of the month or once agreed work terminates.
8.3 Payment of invoices shall be made in full, cleared funds by standing order or bank transfer by the payment due date. The Customer shall pay such invoices within 7 days of the date of invoice.
8.4 Should the Customer fail to pay any invoice by the due date for payment, the Supplier shall be entitled to terminate the contract and/or to charge interest on any unpaid charges at a rate of 5% per annum above their banks base rate from time to time.
8.5 The Supplier shall be entitled to invoice for and the Customer shall be obliged to pay upon receipt of a valid VAT invoice any VAT payable in respect of the Services.
9.1 Customers engaged in a fixed term contract, project or package option where set hours have been assigned are liable for full payment throughout the agreed and signed proposal term. For ad-hoc work a 2 week notice period is required to terminate the contract and any time in which services are provided.
9.2 The Supplier may terminate the Contract with immediate effect by serving written notice in the following circumstances:
a) failure by the Customer to pay any invoice by the due date for payment;
b) failure by the Customer to comply with any of its obligations under these Conditions, including its Data Protection Law obligations;
c) in the event that the Customer takes any action or has any action taken against it which may lead the Supplier to the reasonable conclusion that the Customer may be insolvent. Such actions may, by way of example only, include service of a statutory demand or the making of a winding up order or the appointment of an administrator; or
d) Robus Business Concierge Ltd believes that the Customer has ceased, or intends to cease trading. 9.3 Upon termination and receipt of payment in full for all Charges, Expenses and any other sums whatsoever due from the Customer, Robus Business Concierge Ltd shall at the expense of the Customer return to the Customer or such third party as the Customer may nominate, all materials, information and data that it holds about the Customer and shall delete all information about the Customer that it may hold electronically, save that Robus Business Concierge Ltd may retain such information for such period as it may require for its own recording and accounting purposes.
10. Liability and Indemnity
10.1 Nothing in these Conditions shall limit the Supplier’s liability to the Customer for:
(a) personal injury or death caused by its negligence: or
(b) fraud or fraudulent misrepresentation
10.2 Subject to clause 11.1:
(a) the Supplier shall in no circumstances be held liable whether in contract or tort for any indirect or consequential loss suffered by the Customer including loss of profits: and
(b) The Supplier’s total liability to the Customer in respect of all other losses whether under contract or tort shall be limited to the value of the Charges paid by the Customer to in the twelve months immediately preceding the event giving rise to loss.
10.3 The Customer indemnifies the Supplier against any claim or loss that the Supplier may incur as a result of any inaccurate or incorrect information, specification or instruction (verbal or otherwise) provided by the Customer in relation to the Supplier’s provision of Services.
10.4 The Customer agrees that it shall check and verify for accuracy, any information or documentation that is created by and provided to the Customer by the Supplier in the provision of the Services and the Customer shall revert to the Supplier in order to highlight any inaccuracy or errors in such information prior to use (in writing).
10.5 This clause shall remain in force following termination of the Contract.
Each party agrees that it shall keep all information concerning the other party (including details of its business practices and know-how) confidential and shall not disclose the same to any third party unless required to do so by any court or regulatory authority. This clause shall remain binding following termination of the Contract.
12. Data Protection
12.1 Through the course of providing the Services, the Supplier will handle, use and process personal data on behalf of the Customer. the Supplier takes the protection of personal data very seriously and in order to ensure compliance with applicable data protection legislation the provisions of this clause 12 shall apply to the Services. Supplier Processing
12.2 The parties agree that, for the purpose of Data Protection Law the Customer shall be the Controller and Robus Business Concierge Ltd shall be a Processor in respect of the Personal Data which the Supplier is required to Process in the course of providing the Services.
12.3 The Supplier shall Process the Personal Data in compliance with Data Protection Law.
12.4 The Supplier shall process Personal Data only in accordance with the Customer’s instructions (except where required to do otherwise by law).
12.5 The Supplier shall inform the Customer if, in its opinion, the Customer’s instructions infringe Data Protection Law.
12.6 The Supplier shall take such technical and organisation steps as reasonably necessary to ensure a level of security as may be appropriate to guard against loss or destruction of or damage to personal data or unauthorised or unlawful Processing.
12.7 The Supplier shall take reasonable steps to ensure that any person authorised by the Supplier to Process Personal Data is bound to keep the Personal Data confidential.
12.8 The Customer acknowledges that it is solely responsible for notifying the relevant supervisory authority and the Data Subject(s) of any breach of Data Protection Law in respect of the Personal Data. Consequently, the Customer indemnifies the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the Supplier arising out of or in connection to any failure of the Customer to notify the relevant supervisory authority or the Data Subject of a breach of Data Protection Law in respect of the Personal Data.
Appointment of Sub-contractors
13.9 Subject to clause 13.10, the Customer authorises the Supplier to appoint third-party subcontractors to Process the Personal Data.
13.10 Where any appointment of a sub-contractor is made pursuant to clause 13.9, the Supplier shall ensure that it enters into a contract which includes substantively the same terms as this clause.
Warranties and Indemnities
13.11 The Customer warrants to the Supplier that it will Process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments. 13.12 The Customer warrants to the Supplier that it has sought all necessary consents of Data Subjects under Data Protection Law, including the GDPR, to entitle the Supplier to legally Process the Personal Data.
13.13 The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which it is entitled to use and process the Personal Data. Consequently, the Customer indemnifies the Supplier against any claim brought by a Data Subject arising from any action or omission by the Customer, to the extent that such action or omission resulted directly or indirectly from the Customer’s instructions.
13.14 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the Supplier arising out of or in connection with any breach of the warranties contained in clauses 13.11 to 13.13.
13.15 The Supplier’s total liability arising under or in connection with its obligations under this clause, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the aggregate sum of the charges for the Services incurred by the Customer in the prior 12 months.
14. Intellectual Property
Each party shall retain all Intellectual Property Rights in any materials it provides to the other party for the purposes of the performance of the Services or creates in the course of the performance of the Services or creates in the course of the performance of the Services. Each party may use the other party’s Intellectual Property to the extent necessary for the performance of its obligations and the exercise of its rights under the Contract but shall otherwise have no entitlement to use any Intellectual Property belonging to the other party.
15.1 The Supplier shall have no liability to the Customer for any delay or inability in performing the Services as a result of a force majeure event. A force majeure shall mean an event outside the reasonable control of the Supplier including (but not limited to) strike, industrial dispute, failure of any utility or communications network, act of God, war, riot, pandemic, extreme weather condition or breakdown of machinery.
15.2 The Supplier may assign or sub-contract its rights and obligations under the Contract as it see fit.
15.3 Any notice required to be served under these Conditions shall be sent to the other party by e-mail or by first class post and shall be deemed to have been received 24 hours after sending in the case of e-mail or 2 working days after sending in the case of notice sent by post.
15.4 If any provision of these Conditions is found to be unenforceable such provision shall be deemed to be deleted from the Conditions and the remainder of the Conditions shall remain in force.
15.5 Nothing in these Conditions shall be deemed to imply that the Supplier is the agent or partner of the Customer.
15.6 No person or entity who is not a party to the Contract shall have any rights under it or in connection with it.
15.7 Other than as set out at clause 7 neither party may make any changes to the Contract.
15.8 These Conditions shall be governed by the laws of England and Wales and any dispute in relation to it shall be exclusively heard by the courts of England and Wales.