Terms of Engagement #Services.willeke.biz, LLP, offer to provide consultancy Services on the terms and conditions set out below.
In these Terms;
- "Client" or "Clients" means the person or entity to whom Services.willeke.biz, LLP delivers the Services. A Client may also be referred to as "you" or "your". Services.willeke.biz, LLP is the name "us", "we" or "our".
- "Services" are the Services to be performed under this Contract and includes but is not limited to Services shown below or on our web site.
- "Quotation" means a Quotation submitted by Services.willeke.biz, LLP to a Client in which these terms and conditions of sale are, or are deemed to be, incorporated.
- "Account" means the GST sales invoice issued by Services.willeke.biz, LLP to a Client in which these terms and conditions are, or are deemed to be, incorporated.
Services#In return for the fees detailed in our Quotation, we will perform any of the following Services to the best of our ability;
Confidentiality#The conduct of Services.willeke.biz, LLP will be in accordance with the highest ethical standards and in accordance with the Privacy Act 1988. This means that the information acquired by us in the course of the engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties unless we have your express consent or as required by law. Should this occur, we will endeavor to advise you. You have agreed to arrange for reasonable access by us to the required people and documents and are responsible for both the completeness and accuracy of the information supplied to us.
- Unless previously withdrawn, a Quotation is valid for thirty (30) days or such other period as stated therein. A Quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise until the Client's order has been accepted by Services.willeke.biz, LLP in writing.
- We shall not be bound by any conditions attaching to your order or acceptance of a Quotation and, unless such conditions are expressly accepted by us in writing, you hereby acknowledges that such conditions are expressly negatived.
- Prices specified in a Quotation are subject to alteration without notice. Unless otherwise stated in writing by us, prices quoted shall be exclusive of handling, delivery, agents charges and any charge, duty or impost including goods and Services tax (GST).
- All Quotations are subject to us having the right to refuse to supply Services if we are not satisfied as to your credit worthiness.
Fees#Unless specifically advised otherwise in writing, Services.willeke.biz, LLP's fees, which will be billed as work progresses, are based on the time required by the individuals assigned to the engagement plus out-of-pocket expenses
Delivery#Time of delivery is not guaranteed without special undertaking. Any engagement given for delivery or collection of goods or Services is given or agreed by Services.willeke.biz, LLP in good faith, and every endeavour will be made to comply therewith. Services.willeke.biz, LLP shall not, however, be liable for any loss or damage consequential or otherwise arising through our failure to make delivery by the due date or time.
Responsibility for Safekeeping#Books and records supplied to Services.willeke.biz, LLP shall be at the Clients risk immediately upon delivery to us. We shall however endeavour to return your books and records promptly and give you as soon as compiled, copies of any reports we may prepare.
Inspection and Acceptance#Clients shall inspect all of our work upon delivery and shall within forty-eight hours of delivery give notice to Services.willeke.biz, LLP of any matter in relation to which you allege that the Services are not in accordance with your written instruction. Failing such notice and, to the extent permitted by statute, our work shall be deemed to have been delivered and accepted by you.
Terms of Payment#
- Payment by the Clent for Services is due within 30 calendar days of the end of the month in which the Services are invoiced. If you fail to make payment in accordance with this clause, all amounts owing to Services.willeke.biz, LLP on any Account shall immediately become due and payable. Outstanding amounts may bear interest of the rate of 10 percent per annum calculated on a daily basis. If a credit card is used for the payment of invoices a surcharge of 2.5% may be added.
- You must pay us the cost of any bank fees arising from dishonored checks paid by you, and must also pay any administrative charges and for any legal or other debt collection costs we incur.
- We may vary or withdraw any credit arrangements at any time and without any liability whatsoever to you or any party claiming through you.
- If we have any liability to pay the Goods and Services Tax ("GST") on any goods or Services supplied to you, you shall pay us the amount of such GST at the same time as the amounts otherwise payable to us.
Title and Storage#
- Property in the Services supplied by Services.willeke.biz, LLP pursuant to these terms and conditions shall not pass to the Client until those Services and other Services supplied by us have been paid for in full.
- In the event of you not taking delivery of Services performed specifically according to the design requested by you, we reserve the right to charge for the Services.
- Until the Services have been paid for in full we shall have a lien on information and records supplied by you in our possession.
- The provisions of this clause apply notwithstanding any arrangement pursuant to which we grant credit to you.
Force Majeure#If in the performance or observance of its obligations, Services.willeke.biz, LLP is prevented, restricted or affected by reason of a force majeure including strike, lock out, industrial dispute, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond our reasonable control, we may, in our absolute discretion give you prompt notice of such cause whereupon we are excused from such performance or observance to the extent of such prevention, restriction or affectation.
Liability to Services.willeke.biz, LLP#Except as expressly provided herein and to the extent permitted at law:
- Services.willeke.biz, LLP shall not be liable, whether in contract, tort or otherwise in respect of defects in Services delivered or for any injury, damage or loss resulting from such defects or from any work done in connection therewith except to the extent that any statute applicable to these Terms and Conditions prevents the exclusion, restriction or modification of such liability;
- Services.willeke.biz, LLP shall not be liable to the Client for any loss of profit howsoever arising nor shall we be under any liability whether in contract, tort or otherwise nor for any injury, damage or loss whether consequential or otherwise except as is expressly provided in these Terms and Conditions;
Governing Law#These terms and conditions of supply and any contract including them shall be governed by the laws of the State of Ohio and the jurisdiction of the Ohio Courts.
- do not transfer any interest in any intellectual property;
- do not oblige either party to enter into any agreements for supply;
- contain the entire terms and conditions of supply and supersedes all prior communications and understandings on that subject matter
- The failure of Services.willeke.biz, LLP to insist on performance by a Client of any obligation under this deed is not a waiver its right:
- to insist on performance of, or to claim damages for breach of that obligation unless you acknowledge in writing that the failure is a waiver; and
- at any other time to insist on performance of that or any other obligation of the other party under this deed.
- These terms may be varied from time to time by Services.willeke.biz, LLP.