Standard Conditions of Contract

  1. Cambashi will provide the Client with Consultant(s)
    based in Cambridge, UK and Named in the Proposal for
    the Number of Days indicated in the Proposal.
  2. The Client will pay Cambashi fees for Consultant(s)
    time at the Charge Rate per diem for a seven and a
    half hour day indicated in the Agreement together with
    such additional sum in respect of Value Added Tax at
    the rate for the time being in force. which are
    exclusive of reasonable out of pocket expenses.
  3. The Client will pay Cambashi’s reasonable out-of-pocket
    expenses in connection specifically with this
    project or connected event. In the event that the
    Consultant(s) are requested to work at locations other
    than Cambridge the Client will be responsible for all
    reasonable travel, accommodation and subsistence
    expenses. Cambashi’s Charge Rate per diem includes
    internal expenses such as secretarial expenses and
    UK domestic telephone calls. The Client will be
    responsible for communications costs such as
    international telephone calls; carriers; translation
    charges; international telefaxes; on-line database
    charges; secondary research reports purchased;
    document and search charges from third parties;
    35mm slides; multi-media presentation charges;
    entertainment of third parties on your behalf; and
    venue costs.
  4. Cambashi will make every effort to keep to the
    implementation timetable as indicated by the Start
    Dates and End Dates in the Agreement and to provide
    the named consultant(s) indicated in the Agreement
    throughout the period of the Agreement but if
    necessary through reasons of ill health or
    circumstances beyond Cambashi’s control then no
    service will be supplied or charge made for that part
    of the period except as agreed by the Authorised
    Representative of the Client indicated in the
    Agreement.
  5. Cambashi agrees not to vary the charge rates in
    the Agreement for the period mentioned in Clause 6
    provided always that the Client shall pay Cambashi
    any further amounts due by changes in tax,
    government legislation or similar items out of the
    control of Cambashi.
  6. Cambashi shall give the Client four weeks notice of
    any change in rates as above mentioned.
  7. The Client will provide a suitably qualified person of
    managerial level with knowledge of the Client’s
    business who will have authority from the Client to
    deal with problems as they arise and generally give
    any necessary executive direction to employees of
    the Client to solve the said problems. This person is
    named in the agreement as the Authorised
    Representative of the Client.
  8. As the work develops it is possible that there may
    be changes in the objectives and proposed
    programme of work. It is Cambashi’s duty to inform
    the client if any event, instruction, information or
    change of circumstance will change the number of
    days or the date of completion of the work. The
    Authorised Representative of the Client may accept
    these changes or suspend or terminate the work.
  9. In the event that mutually agreed additional days or
    hours are worked to those in the agreement, the Client
    will reimburse Cambashi all reasonable travel
    expenses, subsistence allowances, out-of-pocket
    expenses and day rate charges. In the event that the
    work is suspended or terminated the Client will in
    addition reimburse Cambashi with the Charge for the
    Suspension or Termination Period if such termination
    or suspension is due to the client.
  10. Cambashi will invoice the Client in accordance
    with the time worked by the consultant(s) and any
    out-of-pocket expenses according to the Invoicing
    Schedule in the Agreement.
  11. The earliest Start Date for any Consultant
    indicated in the Agreement will be the Start Date of the
    Project. The delivery of the final report, meeting or
    presentation to the Client to the Authorised
    Representative of the Client will authorise Cambashi to
    invoice the Client for the any payment at the End Date
    of the Project.
  12. The Client will pay Cambashi’s invoice within 30
    days of date of invoice. Thereafter interest will be
    payable at 8% above the current base rate as
    published by HSBC.
  13. The Client shall provide all reasonable access to
    its officers, materials and accommodation for the
    duration of the provision of the services herein before
    specified for the use of the consultant(s) and all other
    such facilities as may be reasonably requested by
    them from time to time.
  14. The Client will allocate monitor and control the
    work to be undertaken by the consultant(s) and take
    responsibility for its technical acceptability.
  15. The Client will not allocate work to the
    consultant(s) which is outside the represented areas
    of his experience.
  16. Cambashi will make every reasonable effort to
    ensure the experience and quality of work of the
    consultant(s) but will not be responsible for direct or
    consequential loss caused by the consultant.
  17. Any work undertaken by Cambashi or its
    consultant(s) remains the property of the Client.
    However, Cambashi reserves the right to reuse the
    non-proprietary data and analysis of industry related
    issues in its continuing business.
  18. If any of the provisions of this Agreement are
    declared invalid, such provision shall be modified to
    the extent necessary to cure its invalidity and this
    Agreement shall otherwise remain in full force and
    effect.
  19. The failure of either party to exercise any of its
    rights or to enforce any of the provisions of this
    Agreement on any occasion shall not be a waiver of
    such right or provision, nor affect the right of such
    party thereafter to enforce each provision of this
    Agreement.
  20. No action regardless of form arising out of this
    Agreement may be brought by either party more than
    two (2) years after the cause of action has arisen.
  21. A confidential relationship between Cambashi and
    the Client is hereby created. Cambashi agrees not to
    disclose to any third parties the confidential
    information or any parts thereof, without the prior
    written consent of the Client. Such restrictions on
    disclosure will not apply to information which at the
    time of disclosure to Cambashi is in the possession of
    the public or Cambashi without any obligation of
    confidentiality or which is independently made
    available to Cambashi at some time in the future by a
    third party having a good legal title thereto and without
    obligation of confidentiality or non-use. Expiration or
    termination of this Agreement shall not terminate the
    obligations of confidentiality specified herein.
    Cambashi shall ensure that all its employees are
    aware of and respect this confidentiality provision.
  22. (1) It is hereby agreed that the Agreement and
    Standard Terms and Conditions of Contract together
    set forth this entire agreement and understanding
    between the parties as to the subject matter of this
    Agreement and nothing previously stated expressed
    or implied by the parties hereto shall be binding.
    (2) Neither of the parties hereto shall be bound by
    any conditions definitions warranties or
    representations with respect to the subject matter of
    this Agreement other than as expressly provided in
    this Agreement or as duly set forth on or subsequent
    to the date hereof in writing and signed by an
    authorised person or officer of the parties to be bound
    thereby.
  23. If during the continuance of this Agreement or
    afterwards any dispute difference or question arise
    between the parties or either of them bring a dispute
    difference or question touching this Agreement or any
    account between the parties hereto or the
    construction meaning or effect of this Agreement or
    the rights or liabilities of either party hereunder or
    otherwise in relations to the premises then such
    dispute difference or question shall be referred to
    arbitration to take place in London, such arbitration to
    be guided by the Law of England and to be by the
    decision of a single arbitrator to be agreed upon
    between and appointed by the parties hereto (or
    failing agreement upon the appointment of such an
    arbitrator by the President for the time being of the
    Law Society of England and Wales) and in either case
    subject to the provisions of the Arbitration Act of 1950
    or any statutory modification or reinactment thereof for
    the time being in force.