SMP Consultancy Ltd's Terms and Conditions 
Finalist in the Colchester Business Awards 2009
Finalist in the Colchester Business Awards 2009
SMP CONSULTANCY LTD
General T & C's
Customer T & C's
Mystery Shopper T & C's
Manufacturer T & C's
General Terms & Conditions
These Terms and Conditions govern your use of the Company website (the "Company Site") and your relationship with SMP Consultancy Ltd (the "Company", "we" or "us"). Please read them carefully as they affect your rights and liabilities under the law. If you do not agree to these Terms and Conditions, please do not register for or use the Company Site. If you have any questions on the Terms and Conditions, please contact info@smpconsultancy.
Vision
The Company Site is dedicated to advancing the cause of disabled people and to encourage best practice by companies and businesses not only to comply with the Disability Discrimination Act 1995 and the Disability Discrimination Act 2005, but more importantly to ensure that disabled persons are made to feel welcome and valued by companies and businesses. We have therefore made the Accessibility Business Mark available for use by companies and businesses to indicate such companies’ and business’ commitment to this, and furthermore to manufacturers and retailers in respect of certain products which have been manufactured according to standards that have this commitment in mind. It is in this spirit that the Standards and the Guidelines have been prepared for the benefit of both disabled people and for all users or members of this Company Site.
1 Use of the Company Site
1.1 The Company Site is provided to you for your personal use subject to these Terms and Conditions. By using the Company Site you agree to be bound by these Terms and Conditions. References to these Terms and Conditions include references to additional Terms and Conditions that apply to Customers, Mystery Shoppers and Manufacturers as agreed to by such persons by registering in the Customer, Mystery Shopper and Manufacturers sections of this Website respectively.
2 Amendments
2.1 We may update these Terms and Conditions from time to time for legal or regulatory reasons or to allow for the proper operation of the Company Site. Any changes will be notified to you via the e-mail address provided by you on registration or via a suitable announcement on the Company Site after this time. The changes will apply to the use of the Company Site after we have given notice. If you do not wish to accept the new Terms and Conditions you should not continue to use the Company Site. If you continue to use the Company Site after the date on which the change comes into effect, your use of the Company Site indicates your agreement to be bound by the new Terms and Conditions.
3 Registration
3.1 To register on the Company Site if you are an individual you must be over eighteen years of age.
3.2 You must ensure that the details provided by you on registration or at any time are correct and complete.
3.3 You must inform us immediately of any changes to the information that you provided when registering by updating your personal details in order that we can communicate with you effectively.
4 Password and security
4.1 When you register to use the Company Site you will be asked to create a password. In order to prevent fraud, you must keep this password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password you should notify us by contacting info@smpconsultancy.com immediately.
4.2 If the Company has reason to believe that there is likely to be a breach of security or misuse of the Company Site, we may require you to change your password or we may suspend your account.
5 Intellectual property
5.1 The content of the Company Site is protected by copyright, trademarks, database rights and other intellectual property rights. You may retrieve and display the content of the Company Site on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Company Site without written permission from the Company.
6 Your use of the Company Site
6.1 You may not use the Company Site for any of the following purposes:
6.1.1 disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws;
6.1.2 transmitting material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or code of practice;
6.1.3 interfering with any other person's use or enjoyment of the Company Site; or
6.1.4 making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.
6.2 You will be responsible for our losses and costs resulting from your breach of this clause 6.
7 Availability of the Company Site
7.1 Although we aim to offer you the best service possible, we make no promise that the services at the Company Site will meet your requirements. We cannot guarantee that the services will be fault-free. If a fault occurs with the Company Site you should report it to info@smpconsultancy.com and we will attempt to correct the fault as soon as we reasonably can.
7.2 Your access to the Company Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.
8 The Company's right to suspend or cancel your registration
8.1 We may suspend or cancel your registration immediately at our reasonable discretion or if you breach any of your obligations under these Terms and Conditions.
8.2 You can cancel your registration at any time by informing us by E-mail at info@smpconsultancy.com or in writing at SMP Consultancy Ltd, 87 Godmans Lane, Marks Tey, Colchester, Essex CO6 1XA or such other address as may be notified on the Company Site from time to time. If you do so, you must stop using the Company Site.
8.3 The suspension or cancellation of your registration and your right to use the Company Site shall not affect either party's statutory rights or liabilities.
9 The company's liability
9.1 The Company Site provides content from other Internet sites or resources and while the Company tries to ensure that material included on the Company Site is correct, reputable and of high quality, it does not make any warranties or guarantees in relation to that content. If the Company is informed of any inaccuracies in the material on the Site we will attempt to correct the inaccuracies as soon as we reasonably can.
9.2 If we are in breach of these Terms & Conditions, we will only be responsible for any losses that you suffer as a result to the extent that they are a foreseeable consequence to both of us at the time you use the Company Site. Our liability shall not in any event include business losses such as lost data, lost profits or business interruption.
9.3 This clause 9 shall not limit or affect our liability resulting from any products sold through the Company Site being found to be unsafe or if something we do negligently causes death or personal injury.
10 Third party websites
10.1 As a convenience to customers, the Company Site includes links to other web sites or material which are beyond its control. The Company is not responsible for content on any site outside the Company Site.
11 Advertising and sponsorship
11.1 Part of the Company Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Company Site complies with relevant laws and codes. We will not be responsible to you for any error or inaccuracy in advertising and sponsorship material.
12 Data protection
12.1 For the purposes of the Data Protection Act 1998 the Consultant consents to the processing of all or any personal data (in manual, electronic or any other form) relevant to his engagement by the Company and/or any agent or third party nominated by the Company and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the EEA.
12.2 Any personal data (as defined in the Data Protection Act 1998) you submit will be processed in accordance with the law, and, in particular, our privacy statement. The Privacy Statement can be viewed via this link and/or obtained by writing to the company at 87 Godmans Lane, Marks Tey, Colchester Essex CO6 1XA.
13 Privacy Statement
The Company’s privacy statement can be viewed here by this link.
14 Applicable law
14.1 These Terms and Conditions will be subject to the laws of England and Wales. We will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and you want to take court proceedings, you must do so within the United Kingdom.
15 International use
15.1 We make no promise that materials on the Company Site are appropriate or available for use in locations outside the United Kingdom, and accessing the Company Site from territories where its contents are illegal or unlawful is prohibited. If you choose to access this site from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws.
16 Miscellaneous
16.1 You may not transfer any of your rights under these Terms and Conditions to any other person. We may transfer our rights under these Terms and Conditions to another business where we reasonably believe your rights will not be affected.
16.2 If you breach these Terms and Conditions and the Company chooses to ignore this, the Company will still be entitled to use its rights and remedies at a later date or in any other situation where you breach the Terms and Conditions.
16.3 The Company shall not be responsible for any breach of these Terms and Conditions caused by circumstances beyond its reasonable control.
16.4 The Company Site is owned and operated by SMP Consultancy Ltd, 87 Godmans Lane, Marks Tey, Colchester, Essex CO6 1XA.
16.5 If you have any queries please contact info@smpconsultancy.com.
16.6 These Terms and Conditions are governed by and to be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.
Customer Terms & Conditions - Back to top Menu
These Customer Terms and Conditions govern your use of the Company Site and your relationship with SMP Consultancy Ltd as a Customer and are to be read and construed as being in addition to the General Terms and Conditions.
Customer Vision
By becoming a Customer of the Company Site you are demonstrating your commitment to the Vision set out in the General Terms and Conditions. You acknowledge that you have read and are aware of the Guidelines and agree to use your reasonable endeavours to comply in general terms with the Guidelines. Similarly you have read and are aware of the Standards and in general terms you agree to use your reasonable endeavours to adhere to the Standards. You agree that the Standards are reasonable, whilst not absolute, and that they represent a standard that is worth aspiring towards.
1 Use of the Accessibility Business Mark
1.1 You are hereby authorised to display the Accessibility Business Mark at your premises, and on any marketing material (whether paper, electronic or any other medium). For the avoidance of doubt, your entitlement to display the Accessibility Business Mark is limited to each set of premises for which application has been made. Your payment of the Customer fee (as specified on the Company Site from time to time) entitles you to display the Accessibility Business Mark for a period of one year from the date of purchase, and thereafter upon renewal. You will be automatically notified at least one month prior to your renewal date.
2 Integrity of the Accessibility Business Mark Brand
2.1 You acknowledge that the Customer Vision as set out above, is an important element in protecting the value in the Accessibility Business Mark Brand, and that the integrity of Customers is an essential element in maintaining the Accessibility Business Mark Brand.
2.2 In order to maintain standards you therefore agree to unannounced visits by a “Mystery Shopper” from time to time during your business’ normal business hours. The purpose of this visit is to determine whether or not you are maintaining the appropriate levels of compliance with the Standards and the Guidelines, and to do so in a spirit of co-operation and open communication. If your adherence to the Standards and the Guidelines is satisfactory you will be notified of this.
2.3 If on the other hand, the result of your Mystery Shopping visit is that your level of compliance with the Standards and the Guidelines is inadequate, you will be notified of this and any discrepancies will be discussed between ourselves. As part of this discussion you may be offered other services that the Company supplies or you may make your own arrangements within a reasonable time period to be agreed with the Company. An “access audit” usually results in recommendations, some of which are simple and cost-effective to implement, and some of which may be implemented over an extended period of time. There are no hard and fast rules here, and normally a willing commitment on your part to undertake a reasonable amount of any such recommendations is sufficient to maintain the right to maintain the Accessibility Business Mark.
2.4 If following the procedure set out in paragraph 2.3 above, you are required by us to no longer use the Accessibility Business Mark and in the event that you disagree with such a determination by ourselves, then the matter can be referred to an arbitrator as mutually agreed between ourselves, and failing such agreement, an arbitrator appointed by the Chartered Institute of Arbitrators.
3 Commercial benefit
3.1 You hereby acknowledge that you are not necessarily expecting to receive a direct commercial benefit from your participation in the Company Site. That said, we sincerely hope that such benefit will result as a result of your support and entitlement to use and display the Accessibility Business Mark. We request that if such clear commercial benefit is determined, that you consider giving us a testimonial for use by ourselves on the Company Site.
4 Your website
4.1 Your website will be accessible by a link from the Company Site. You represent and warrant that your website is truthful and does not include any matters which are the subject of paragraph 6 of the main Terms and Conditions. We reserve the right to sever any links to your website in the event that you are in breach of this paragraph 4 or on account of any matter which we determine in our sole discretion is contrary to the beliefs and vision of the Company Site.
4.2 We cannot accept liability for any processing of personal data submitted via the Company site outside the remit of the Company – whether processed electronically or in manual format. All processing is conducted in accordance with the Data Protection Act 1998.
Mystery Shopper Terms & Conditions - Back to top Menu
These Mystery Shopper Terms and Conditions govern your use of the Company Site and your relationship with SMP Consultancy Ltd as a Mystery Shopper and are to read and construed as being in addition to the General Terms and Conditions. You are variously referred to as a Consultant, Mystery Shopper or “you” in these Mystery Shopper Terms and Conditions.
Mystery Shopper Vision
By becoming a Mystery Shopper acting as an agent of the Company, you are demonstrating your commitment to the Vision set out in the General Terms and Conditions. You acknowledge that you have read and are aware of the Guidelines and the Standards. You agree to act in accordance with the spirit of these Guidelines and Standards, and at all time to behave and act in a courteous and professional manner in keeping with the ethos of the Company.
1 Consultancy
By completing the application form to become a Mystery Shopper, you have agreed to become a Consultant of the Company. You also thereby represent and warrant that the details supplied by you in your application form are correct and acknowledge that we are entitled to rely on this for all legal purposes. For the purposes of these Mystery Shopper Terms and Conditions the masculine shall be deemed to include the feminine.
2 Services
2.1 The Consultant will make his services available to the Company during the general periods as and when reasonably required by the Company (or as may be agreed in writing from time to time) for a certain number of visits to Company Customers’ premises in order to verify and assess the Company’s customers’ compliance with our Guidelines and our Standards ("the Services"). The Consultant will provide these Services by making unannounced visits to our Customers’ business premises, during their normal business hours, and shall be courteous and professional at all times when dealing with our Customers. The Consultant shall then prepare a Report on each visit which shall be submitted to the Company. The Consultant agrees to undertake any training that the Company may require in order to do this effectively and to ensure that the Consultant understands the contents of, and the purpose behind, the Guidelines and the Standards, and is able to use any checklists that the Company may prepare.
3 Fees
3.1 In consideration of the Services provided by the Consultant, the Company will pay to the Consultant a consultancy fee at the rate as specified on the Company Website from time to time (exclusive of any VAT, if applicable) per visit (the "Fee"). The Fee shall be paid by the Company on a monthly basis. In this agreement, a "Month" means any period of one consecutive calendar month. Payment of the Fee for any Month will be made by the Company within [7 days] of receipt of an invoice submitted by the Consultant no earlier than the last working day of that Month PROVIDED THAT, where requested by the Company, the Consultant shall state on the invoice the number of hours worked and brief details of the Services provided during that Month.
3.2 If the Consultant is unable to carry out the Services for any reason whatsoever he will not be entitled to receive any fee in respect of any work not undertaken or for any reason during the period of inability or unavailability.
4 Period of services
4.1 The Consultant will provide Services to the Company until this agreement is terminated in accordance with clause 13 below.
4.2 The agreement may only be extended or renewed by mutual agreement of the parties in writing.
4.3 During the period of this agreement, and provided he notifies the Company in advance of his intention to do so, the Consultant may accept and perform engagements for other companies, firms or persons which do not in the reasonable opinion of the Company conflict with or materially impinge upon his ability to provide the Services but the Consultant may not in any circumstances accept any employment or engagement with any person firm or company which is similar to or in any way competitive with the business of the Company.
5 Obligations
5.1 The Services shall be performed by the Consultant and the Consultant agrees to observe and perform the following obligations:
5.1.1 The Consultant shall carry out the duties in an expert and diligent manner and to the best of his ability, promptly and faithfully comply with and observe all lawful and proper requests which may be made by ourselves; and
5.1.2 the Consultant will regularly check his website account in order to receive information concerning any upcoming assignments, and where relevant to request assignments in his relevant postcodes, and will promptly reply to the Company in respect of whether or not he is able to fulfil such an assignment and indicating when the assignment will be undertaken; and
5.1.3 the Consultant shall be entitled to decline any particular assignment offered by the Company, and if he does so then he shall inform the Company of this, and where relevant of any reasons behind such a decision. The Consultant does however enter into these Terms and Conditions in the expectation of fulfilling the majority of assignments offered to him by the Company.
5.1.4 the Consultant acknowledges that he is the public face of the Company and that his professional behaviour is important for the protection of the Company’s brand, and that the Consultant will therefore undertake his assignments and the Services dressed in a presentable and professional manner and will in all respects perform the Services in a professional manner, and when performing the Services shall at all times carry the Identification Document issued by the Company and as a matter of course show this Identification Document on arrival at a customer’s premises, and whenever subsequently requested.
5.1.5 throughout the term of this agreement, the Consultant will, when required, give us such written or oral advice or information regarding any of the Services as we may reasonably require; and 5.1.6 in case of any circumstance preventing the performance of the Services the Consultant shall promptly notify the Company of such circumstance.
5.2 The Consultant shall not, at any time, make any untrue or misleading statement relating to the Company.
6 Expenses
6.1 The Consultant will, no earlier than the last working day of each month during the period of this agreement, submit an invoice for any Company-approved disbursements and other reasonable expenses which he or she has incurred in the provision of any Services (whether appropriately evidenced by receipts or vouchers) for which he or she is entitled to reimbursement.
7 Consultant's warranty
7.1 The Consultant warrants and represents to the Company that he is an independent contractor. Nothing in this agreement shall render the Consultant an employee, agent or partner of the Company and the Consultant will not hold himself out as such.
7.2 The Consultant undertakes to the Company that he will duly pay the tax and national insurance contributions which are due from him whether in the United Kingdom or elsewhere in relation to the payments to be made to him by the Company pursuant to this agreement and further agrees to indemnify the Company in respect of all and any income tax and national insurance contributions which may be found due from the Company on any payments made to him under this agreement together with any interest, penalties or gross-up thereon.
7.3 The Consultant warrants to the Company that by entering into this agreement and performing the Services, he shall not be in breach of any contract or other obligation and will be in compliance with all applicable laws. In particular the Consultant represents that he has full entitlement to work in the United Kingdom. The Consultant expressly agrees that we reserve the right to check any of the details provided in the application, and acknowledges in particular that should any statement as to entitlement to work (whether for reasons of United Kingdom visa requirements or for reasons of state benefits) proves incorrect that we shall be entitled to inform the relevant authorities of this and that you acknowledge that this is reasonable for the purposes of protecting the integrity of our business.
8 VAT
8.1 The Consultant will register for value added tax if and when required by law.
9 Authority
9.1 The Consultant shall have no authority to commit the Company to any legally binding commitments or contracts or to interfere in the running of the Company's affairs or business.
10 Restrictions
10.1 Since the Consultant is likely to obtain in the course of providing the Services confidential information of the Company and personal knowledge of and influence over the Company's clients, the Consultant agrees that he shall not during the period of this agreement and for twelve months after its termination directly or indirectly:
10.1.1 interfere or seek to interfere in any contract between the Company and any third party; and/or
10.1.2 solicit or seek to solicit any person, firm or company to terminate or alter any contractual relationship between them and the Company; and/or
10.1.3 discourage any person, firm or company from entering into contractual relations with the Company; and/or
10.1.4 make any disparaging remarks about the Company or any of its directors or managers.
11 Confidential information
11.1 The Consultant will not disclose or use or cause to be disclosed or used, at any time during or subsequent to this agreement, any secret or confidential information of the Company or any of its Clients or Customers or any other non-public information relating to the business, financial or other affairs of the Company acquired by him as Consultant to the Company except as required by the Company in connection with the Consultant's performance of the agreement or as required by law.
11.2 All notes, computer disks and tapes, memoranda, correspondence, records, documents and other tangible items made, used or held by the Consultant in the course of providing the Services will be and remain at all times the property of the Company. At any time, whether prior to or upon the termination or expiration of this agreement, the Consultant shall promptly on request deliver to the Company all such tangible items which are in his possession or under his control relating to the Company, its business affairs and clients and/or the Services and he may not make or retain copies.
11.3 The Consultant, by agreeing to these Terms and Conditions, agrees to act in accordance with the Company’s Data Protection Privacy Statement. The Company shall not accept any liability for processing conducted by the Consultant outside the remit of the Company. Any misuse by the Consultant of personal data obtained via the Company will be taken very seriously and the Company reserves the right to take any action considered appropriate.
12 Intellectual property
12.1 All intellectual property conceived or made by the Consultant in the course of providing the Services will belong to the Company and the Consultant hereby assigns and agrees to assign all his interest therein to the Company or its nominee. Whenever requested to do so by the Company, the Consultant will, at the Company's expense, execute any and all applications, assignments or other instruments which the Company deems necessary to give effect thereto.
13 Termination
13.1 The Company may terminate this agreement at any time by giving the Consultant not less than 30 days' notice in writing.
13.2 This agreement will terminate automatically without any requirement for notice or payment in lieu of notice in the event that the Consultant shall die or becomes unable to provide the Services by reason of permanent incapacity.
13.3 The Company may by written notice summarily terminate this agreement with immediate effect if:
13.3.1 the Consultant breaches any term of this agreement which, in the case of a breach capable of remedy, is not remedied by the Consultant within 21 days of a written notice from the Company specifying the breach and requiring its remedy;
13.3.2 the Consultant becomes bankrupt or compounds with his creditors or is convicted of any criminal offence (other than road traffic offences); or
13.3.3 the Consultant conducts himself in any manner which, in the reasonable opinion of the Board, brings or is likely to bring him and/or the Company into disrepute.
14 Personal agreement
14.1 This agreement is personal between the Company and the Consultant, and neither may sell, assign or transfer any duties, rights or interests created under this agreement without the prior written consent of the other. Nothing in this agreement is intended to confer on any person any right to enforce any terms of this agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
15 Entire agreement
15.1 This document contains the entire agreement of the parties. It may not be changed by oral agreement but only in writing, signed by both parties and in the case of the Company no such agreement shall be binding upon it unless signed by a registered director.
16 Notices
Any notice to be given by one party to the other shall be validly given if:
16.1 posted by prepaid recorded delivery first class post within the mainland of the United Kingdom and correctly addressed to the party to be served, and shall be deemed served on the third working day after posting (unless not actually delivered);
16.2 personally delivered to the Consultant or (in the case of the Company) a registered director of the Company and shall be deemed served when so delivered;
and for these purposes the parties details for service are as follows:
The Company
address: 87 Godmans Lane, Marks Tey, Colchester, Essex CO6 1XA
The Consultant
address: as set out in the application form by the Consultant.
17 Continuing effect
17.1 This agreement supersedes any previous agreement between the parties in relation to the matters dealt with it and represents the entire understanding between the parties. The Consultant acknowledges and agrees that he has not entered into this agreement in reliance on any representation, warranty or undertaking which is not set out or referred to in this agreement.
17.2 If any provision of this agreement shall be held to be illegal or unenforceable, the enforceability of the remainder of this agreement shall not be affected.
Manufacturer or Retailer Terms & Conditions - Back to top Menu
Manufacturer or Retailer (together referred to as “Suppliers”) Terms & Conditions
These Supplier Terms and Conditions govern your use of the Company Site and your relationship with SMP Consultancy Ltd as a Manufacturer or a Retailer and are to read and construed as being in addition to the General Terms and Conditions. You are variously referred to as a Supplier or Manufacturer or Retailer or “you” in these Manufacturer or Retailer Terms and Conditions.
Manufacturer / Retailer Vision
By becoming a Manufacturer or Retailer (together for ease of reference referred to as a Supplier) associated with the Company Site in respect of certain accredited products that have been manufactured in accordance with best practice in relation to disability issues and which consequently are entitled to use the Accessibility Business Mark, you are demonstrating your commitment to the Vision set out in the General Terms and Conditions. You acknowledge that you have read and are aware of the Guidelines and the Standards. The Supplier desires, and the Company agrees, to enter into an agreement whereby the Company will provide certain links on the Company Site which will link to the Supplier’s Site in accordance with the terms of these Terms and Conditions.
1 Use of the Accessibility Business Mark
1.1 You are hereby authorised to display the Accessibility Business Mark against each accredited product which has been tested by a fully qualified product tester duly recognised by ourselves, wherever appropriate including on the packaging, and on any marketing material (whether paper, electronic or any other medium). For the avoidance of doubt, your entitlement to display the Accessibility Business Mark is limited to each product for which application has been made, and not in respect of all of your products. Your payment of the Product Fee (as specified on the Company Site from time to time) entitles you to display the Accessibility Business Mark for a period of one year from the date of purchase of such rights and thereafter upon renewal. You will be automatically notified at least one month prior to your renewal date.
2 The Company’s Obligations
2.1 The Company will display one or more textual and/or graphical hypertext links (e.g. a button or banner advertisement) on the Manufacturers’ and Retailers’ sections of the Company Site (each a "Link") to the Supplier’s website (the “Supplier Site”). The Company will determine the function, design, label and placement of the Links.
2.2 - The Supplier’s Obligations
2.2.1 - The Supplier shall provide all payments to the Company in accordance with Clause 3 below.
2.2.2 - The Supplier shall provide such material or content which in its opinion is required by the Company to satisfy its obligation under Section 2.1 hereof.
2.2.3 The Supplier shall make every reasonable effort to ensure that the description and price of goods which are the subject of paragraph 1 above, are shown accurately on the Supplier’s Site.
3 Supplier Products
3.1 The Supplier will pay to the Company a commission at the rate specified in clause 3.2 below. Commission will be paid on a monthly basis, approximately 30 days after the end of each calendar month. Commission will be paid by direct debit and will cover all commission earned within the previous month. [However, if at the end of the month the commission earned is less than £[50.00], the Supplier will hold the payment until the fees held exceed £[50.00] or (if earlier) until this Agreement is terminated.]
3.2 - Where a purchase is made by a customer who has accessed the Supplier Site via a Link from the Company Site, the Supplier shall pay the Company a commission of [25%] of the value of the payment therefore actually received by the Supplier (excluding VAT) provided that the Supplier shall be entitled to deduct from such commission any tax which may arise thereon and which the Supplier is obliged by Law to deduct and account to HM Customs & Revenue.
3.3 - No commission shall be payable in respect of any payment received by the Supplier which is made by the fraudulent and/or criminal use of a credit card.
4. - Supplier Products
4.1 - All sales by the Supplier are transactions solely between the Supplier and the purchasing customer. Therefore, as between the parties, the Supplier will be solely responsible for electronic transaction processing, production, sales, order fulfilment, delivery, billing, collection, support, maintenance, repair, returns, warranty service, refunds, management of customer complaints and all other services and matters relating to any products or services provided by the Supplier available on or purchased through the Supplier Site.
5. - Proprietary Rights and Licence
5.1 - Ownership
As between the Supplier and the Company, the ownership of copyright and all other intellectual property rights (including without limitation all patents, copyrights, trademarks and other intellectual property rights) in and to
5.1.1 - the Supplier Sites; and
5.1.2 - the Supplier’s credit reports and related products; and
5.1.3 - the text, graphics, data, designs, computer programs, computer code, items, inventions, works of authorship, trademarks, service marks, concepts, materials, methods, processes and other content and information contained in 5.1.1 and 5.1.2 above or relating thereto shall remain with the Supplier.
5.2 - Licence Grant
The Supplier hereby grants to the Company for the term of this Agreement, a non-exclusive, world-wide, royalty-free Licence to reproduce electronically, distribute and publicly display the Links to the Company Site in accordance with the parties’ objectives and obligations hereunder.
5.3 - Licences to Supplier Marks
The Supplier hereby grants to the Company for the term of this Agreement a non-exclusive, non-transferable, royalty-free world-wide Licence to use, reproduce, publish, perform and display such trade marks of the Supplier which are necessary to comply with its obligations under this Agreement, details of such marks to be notified by the Supplier to the Company from time to time.
5.4 - The Company’s Editorial Control
5.4.1 - The Company shall have the right to refuse to post, remove or edit any Link which links to any materials, content or web site that the Company reasonably considers contains materials actually or potentially obscene, indecent, offensive, defamatory, unlawful or otherwise objectionable or otherwise unsuitable.
6. - Representations and Warranties
6.1 - The Supplier represents and warrants that the Supplier Marks, the Supplier Site and all content or other materials contained or displayed on any portion of the Supplier Site ("Supplier Content") do not and will not infringe upon or violate any rights of any third party, including without limitation any copyrights, trademarks, trade secrets, contract rights or privacy rights.
6.2 - Neither party makes any representation or warranty that the operation of its web site or any link thereto will be uninterrupted or error-free. Each party disclaims all warranties, express or implied regarding the subject matter of this Agreement, including without limitation the implied warranties of quality and fitness for a particular purpose, non-infringement and implied warranties arising from course of dealing or course of performance.
7. - Limitation of Liability
In no event shall the Company be liable for loss of profits, revenues or data, or any special, incidental, consequential, punitive or exemplary damages, even if advised of this possibility of such damages.
8. - Term and Termination
8.1 - This Agreement shall commence the date hereof and continue hereafter unless and until terminated as provided below.
8.2 - This Agreement may be terminated:
8.2.1 - by one party where there is a material breach of the obligations defined herein by the other party that is not cured within 30 days from the receipt of written notification of such breach by the party in breach;
8.2.2 - by one party where the other party makes an arrangement with all of its creditors or goes into liquidation (other than for the purpose of a bona fide reconstruction);
8.2.3 - by either party at any time on giving at least 30 days’ written notice to the other party;
8.3 - Upon the effective date of termination, all obligations defined herein shall terminate with the exception of the obligations set forth in Clause 8 and any other provision of this Agreement which can reasonably be construed as surviving termination which shall survive any termination of this Agreement for any reason.
9. - Confidentiality
Each party undertakes to retain in confidence the terms of this Agreement and all other non-public information and know-how of the other party disclosed or acquired by either party pursuant to or in connection with this Agreement which is either designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential; provided that each party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business. The foregoing restrictions shall not apply to any information that:
9.1 - was known by the party receiving the information ("the Receiving Party") prior to disclosure thereof by the other party;
9.2 - was in or entered the public domain through no fault of the Receiving Party;
9.3 - is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; or
9.4 - is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed). Upon request of the other party, or in any event upon any termination of the Term, each party shall return to the other all materials, in any medium, which contain, embody reflect or refer to all or any part of any Confidential Information of the other party;
10 - Independent Contractors
This Agreement does not operate to create a Partnership or Agency relationship between the Company and the Supplier or any employment relationship between the parties. The Supplier will have no authority to make or accept any offers, enter into any contracts, or make any representations on the companies behalf. Nothing in this document will make the Company liable as a distributor, seller or reseller of any of the Supplier’s products. In the event that any other provision of this Agreement conflicts with this Section, this Section shall prevail.
11 - Assignment and Transfer
11.1 - The Supplier may not, without the Company’s consent, assign this Agreement or any of its rights or delegate any of its duties under this Agreement;
11.2 - to any other manufacturer, retailer or supplier; or
11.3 - to any purchaser of all or any of the Supplier’s assets or to any successor by way of merger, consolidation, or similar transaction.
Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.
12 - Notice
All notices under this Agreement shall be in writing and shall be deemed given :
12.1 - when personally delivered; or
12.2 - when sent by confirmed fax; or
12.3 - when sent by confirmed e-mail; or
12.4 - when sent by pre-paid first class post to the address of the party set out in this Agreement or (if any) such address as such party last provided to the other by written notice.
13 - Entire Agreement; Waiver
The parties, agree that this entire agreement and waiver supersede any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. This paragraph 13 is subject to paragraph 2 of the Main Terms and Conditions of the Company Site. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver shall be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself.
General T & C's
Customer T & C's
Mystery Shopper T & C's
Manufacturer T & C's
General Terms & Conditions
These Terms and Conditions govern your use of the Company website (the "Company Site") and your relationship with SMP Consultancy Ltd (the "Company", "we" or "us"). Please read them carefully as they affect your rights and liabilities under the law. If you do not agree to these Terms and Conditions, please do not register for or use the Company Site. If you have any questions on the Terms and Conditions, please contact info@smpconsultancy.
Vision
The Company Site is dedicated to advancing the cause of disabled people and to encourage best practice by companies and businesses not only to comply with the Disability Discrimination Act 1995 and the Disability Discrimination Act 2005, but more importantly to ensure that disabled persons are made to feel welcome and valued by companies and businesses. We have therefore made the Accessibility Business Mark available for use by companies and businesses to indicate such companies’ and business’ commitment to this, and furthermore to manufacturers and retailers in respect of certain products which have been manufactured according to standards that have this commitment in mind. It is in this spirit that the Standards and the Guidelines have been prepared for the benefit of both disabled people and for all users or members of this Company Site.
1 Use of the Company Site
1.1 The Company Site is provided to you for your personal use subject to these Terms and Conditions. By using the Company Site you agree to be bound by these Terms and Conditions. References to these Terms and Conditions include references to additional Terms and Conditions that apply to Customers, Mystery Shoppers and Manufacturers as agreed to by such persons by registering in the Customer, Mystery Shopper and Manufacturers sections of this Website respectively.
2 Amendments
2.1 We may update these Terms and Conditions from time to time for legal or regulatory reasons or to allow for the proper operation of the Company Site. Any changes will be notified to you via the e-mail address provided by you on registration or via a suitable announcement on the Company Site after this time. The changes will apply to the use of the Company Site after we have given notice. If you do not wish to accept the new Terms and Conditions you should not continue to use the Company Site. If you continue to use the Company Site after the date on which the change comes into effect, your use of the Company Site indicates your agreement to be bound by the new Terms and Conditions.
3 Registration
3.1 To register on the Company Site if you are an individual you must be over eighteen years of age.
3.2 You must ensure that the details provided by you on registration or at any time are correct and complete.
3.3 You must inform us immediately of any changes to the information that you provided when registering by updating your personal details in order that we can communicate with you effectively.
4 Password and security
4.1 When you register to use the Company Site you will be asked to create a password. In order to prevent fraud, you must keep this password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password you should notify us by contacting info@smpconsultancy.com immediately.
4.2 If the Company has reason to believe that there is likely to be a breach of security or misuse of the Company Site, we may require you to change your password or we may suspend your account.
5 Intellectual property
5.1 The content of the Company Site is protected by copyright, trademarks, database rights and other intellectual property rights. You may retrieve and display the content of the Company Site on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Company Site without written permission from the Company.
6 Your use of the Company Site
6.1 You may not use the Company Site for any of the following purposes:
6.1.1 disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws;
6.1.2 transmitting material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or code of practice;
6.1.3 interfering with any other person's use or enjoyment of the Company Site; or
6.1.4 making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.
6.2 You will be responsible for our losses and costs resulting from your breach of this clause 6.
7 Availability of the Company Site
7.1 Although we aim to offer you the best service possible, we make no promise that the services at the Company Site will meet your requirements. We cannot guarantee that the services will be fault-free. If a fault occurs with the Company Site you should report it to info@smpconsultancy.com and we will attempt to correct the fault as soon as we reasonably can.
7.2 Your access to the Company Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.
8 The Company's right to suspend or cancel your registration
8.1 We may suspend or cancel your registration immediately at our reasonable discretion or if you breach any of your obligations under these Terms and Conditions.
8.2 You can cancel your registration at any time by informing us by E-mail at info@smpconsultancy.com or in writing at SMP Consultancy Ltd, 87 Godmans Lane, Marks Tey, Colchester, Essex CO6 1XA or such other address as may be notified on the Company Site from time to time. If you do so, you must stop using the Company Site.
8.3 The suspension or cancellation of your registration and your right to use the Company Site shall not affect either party's statutory rights or liabilities.
9 The company's liability
9.1 The Company Site provides content from other Internet sites or resources and while the Company tries to ensure that material included on the Company Site is correct, reputable and of high quality, it does not make any warranties or guarantees in relation to that content. If the Company is informed of any inaccuracies in the material on the Site we will attempt to correct the inaccuracies as soon as we reasonably can.
9.2 If we are in breach of these Terms & Conditions, we will only be responsible for any losses that you suffer as a result to the extent that they are a foreseeable consequence to both of us at the time you use the Company Site. Our liability shall not in any event include business losses such as lost data, lost profits or business interruption.
9.3 This clause 9 shall not limit or affect our liability resulting from any products sold through the Company Site being found to be unsafe or if something we do negligently causes death or personal injury.
10 Third party websites
10.1 As a convenience to customers, the Company Site includes links to other web sites or material which are beyond its control. The Company is not responsible for content on any site outside the Company Site.
11 Advertising and sponsorship
11.1 Part of the Company Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Company Site complies with relevant laws and codes. We will not be responsible to you for any error or inaccuracy in advertising and sponsorship material.
12 Data protection
12.1 For the purposes of the Data Protection Act 1998 the Consultant consents to the processing of all or any personal data (in manual, electronic or any other form) relevant to his engagement by the Company and/or any agent or third party nominated by the Company and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the EEA.
12.2 Any personal data (as defined in the Data Protection Act 1998) you submit will be processed in accordance with the law, and, in particular, our privacy statement. The Privacy Statement can be viewed via this link and/or obtained by writing to the company at 87 Godmans Lane, Marks Tey, Colchester Essex CO6 1XA.
13 Privacy Statement
The Company’s privacy statement can be viewed here by this link.
14 Applicable law
14.1 These Terms and Conditions will be subject to the laws of England and Wales. We will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and you want to take court proceedings, you must do so within the United Kingdom.
15 International use
15.1 We make no promise that materials on the Company Site are appropriate or available for use in locations outside the United Kingdom, and accessing the Company Site from territories where its contents are illegal or unlawful is prohibited. If you choose to access this site from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws.
16 Miscellaneous
16.1 You may not transfer any of your rights under these Terms and Conditions to any other person. We may transfer our rights under these Terms and Conditions to another business where we reasonably believe your rights will not be affected.
16.2 If you breach these Terms and Conditions and the Company chooses to ignore this, the Company will still be entitled to use its rights and remedies at a later date or in any other situation where you breach the Terms and Conditions.
16.3 The Company shall not be responsible for any breach of these Terms and Conditions caused by circumstances beyond its reasonable control.
16.4 The Company Site is owned and operated by SMP Consultancy Ltd, 87 Godmans Lane, Marks Tey, Colchester, Essex CO6 1XA.
16.5 If you have any queries please contact info@smpconsultancy.com.
16.6 These Terms and Conditions are governed by and to be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.
Customer Terms & Conditions - Back to top Menu
These Customer Terms and Conditions govern your use of the Company Site and your relationship with SMP Consultancy Ltd as a Customer and are to be read and construed as being in addition to the General Terms and Conditions.
Customer Vision
By becoming a Customer of the Company Site you are demonstrating your commitment to the Vision set out in the General Terms and Conditions. You acknowledge that you have read and are aware of the Guidelines and agree to use your reasonable endeavours to comply in general terms with the Guidelines. Similarly you have read and are aware of the Standards and in general terms you agree to use your reasonable endeavours to adhere to the Standards. You agree that the Standards are reasonable, whilst not absolute, and that they represent a standard that is worth aspiring towards.
1 Use of the Accessibility Business Mark
1.1 You are hereby authorised to display the Accessibility Business Mark at your premises, and on any marketing material (whether paper, electronic or any other medium). For the avoidance of doubt, your entitlement to display the Accessibility Business Mark is limited to each set of premises for which application has been made. Your payment of the Customer fee (as specified on the Company Site from time to time) entitles you to display the Accessibility Business Mark for a period of one year from the date of purchase, and thereafter upon renewal. You will be automatically notified at least one month prior to your renewal date.
2 Integrity of the Accessibility Business Mark Brand
2.1 You acknowledge that the Customer Vision as set out above, is an important element in protecting the value in the Accessibility Business Mark Brand, and that the integrity of Customers is an essential element in maintaining the Accessibility Business Mark Brand.
2.2 In order to maintain standards you therefore agree to unannounced visits by a “Mystery Shopper” from time to time during your business’ normal business hours. The purpose of this visit is to determine whether or not you are maintaining the appropriate levels of compliance with the Standards and the Guidelines, and to do so in a spirit of co-operation and open communication. If your adherence to the Standards and the Guidelines is satisfactory you will be notified of this.
2.3 If on the other hand, the result of your Mystery Shopping visit is that your level of compliance with the Standards and the Guidelines is inadequate, you will be notified of this and any discrepancies will be discussed between ourselves. As part of this discussion you may be offered other services that the Company supplies or you may make your own arrangements within a reasonable time period to be agreed with the Company. An “access audit” usually results in recommendations, some of which are simple and cost-effective to implement, and some of which may be implemented over an extended period of time. There are no hard and fast rules here, and normally a willing commitment on your part to undertake a reasonable amount of any such recommendations is sufficient to maintain the right to maintain the Accessibility Business Mark.
2.4 If following the procedure set out in paragraph 2.3 above, you are required by us to no longer use the Accessibility Business Mark and in the event that you disagree with such a determination by ourselves, then the matter can be referred to an arbitrator as mutually agreed between ourselves, and failing such agreement, an arbitrator appointed by the Chartered Institute of Arbitrators.
3 Commercial benefit
3.1 You hereby acknowledge that you are not necessarily expecting to receive a direct commercial benefit from your participation in the Company Site. That said, we sincerely hope that such benefit will result as a result of your support and entitlement to use and display the Accessibility Business Mark. We request that if such clear commercial benefit is determined, that you consider giving us a testimonial for use by ourselves on the Company Site.
4 Your website
4.1 Your website will be accessible by a link from the Company Site. You represent and warrant that your website is truthful and does not include any matters which are the subject of paragraph 6 of the main Terms and Conditions. We reserve the right to sever any links to your website in the event that you are in breach of this paragraph 4 or on account of any matter which we determine in our sole discretion is contrary to the beliefs and vision of the Company Site.
4.2 We cannot accept liability for any processing of personal data submitted via the Company site outside the remit of the Company – whether processed electronically or in manual format. All processing is conducted in accordance with the Data Protection Act 1998.
Mystery Shopper Terms & Conditions - Back to top Menu
These Mystery Shopper Terms and Conditions govern your use of the Company Site and your relationship with SMP Consultancy Ltd as a Mystery Shopper and are to read and construed as being in addition to the General Terms and Conditions. You are variously referred to as a Consultant, Mystery Shopper or “you” in these Mystery Shopper Terms and Conditions.
Mystery Shopper Vision
By becoming a Mystery Shopper acting as an agent of the Company, you are demonstrating your commitment to the Vision set out in the General Terms and Conditions. You acknowledge that you have read and are aware of the Guidelines and the Standards. You agree to act in accordance with the spirit of these Guidelines and Standards, and at all time to behave and act in a courteous and professional manner in keeping with the ethos of the Company.
1 Consultancy
By completing the application form to become a Mystery Shopper, you have agreed to become a Consultant of the Company. You also thereby represent and warrant that the details supplied by you in your application form are correct and acknowledge that we are entitled to rely on this for all legal purposes. For the purposes of these Mystery Shopper Terms and Conditions the masculine shall be deemed to include the feminine.
2 Services
2.1 The Consultant will make his services available to the Company during the general periods as and when reasonably required by the Company (or as may be agreed in writing from time to time) for a certain number of visits to Company Customers’ premises in order to verify and assess the Company’s customers’ compliance with our Guidelines and our Standards ("the Services"). The Consultant will provide these Services by making unannounced visits to our Customers’ business premises, during their normal business hours, and shall be courteous and professional at all times when dealing with our Customers. The Consultant shall then prepare a Report on each visit which shall be submitted to the Company. The Consultant agrees to undertake any training that the Company may require in order to do this effectively and to ensure that the Consultant understands the contents of, and the purpose behind, the Guidelines and the Standards, and is able to use any checklists that the Company may prepare.
3 Fees
3.1 In consideration of the Services provided by the Consultant, the Company will pay to the Consultant a consultancy fee at the rate as specified on the Company Website from time to time (exclusive of any VAT, if applicable) per visit (the "Fee"). The Fee shall be paid by the Company on a monthly basis. In this agreement, a "Month" means any period of one consecutive calendar month. Payment of the Fee for any Month will be made by the Company within [7 days] of receipt of an invoice submitted by the Consultant no earlier than the last working day of that Month PROVIDED THAT, where requested by the Company, the Consultant shall state on the invoice the number of hours worked and brief details of the Services provided during that Month.
3.2 If the Consultant is unable to carry out the Services for any reason whatsoever he will not be entitled to receive any fee in respect of any work not undertaken or for any reason during the period of inability or unavailability.
4 Period of services
4.1 The Consultant will provide Services to the Company until this agreement is terminated in accordance with clause 13 below.
4.2 The agreement may only be extended or renewed by mutual agreement of the parties in writing.
4.3 During the period of this agreement, and provided he notifies the Company in advance of his intention to do so, the Consultant may accept and perform engagements for other companies, firms or persons which do not in the reasonable opinion of the Company conflict with or materially impinge upon his ability to provide the Services but the Consultant may not in any circumstances accept any employment or engagement with any person firm or company which is similar to or in any way competitive with the business of the Company.
5 Obligations
5.1 The Services shall be performed by the Consultant and the Consultant agrees to observe and perform the following obligations:
5.1.1 The Consultant shall carry out the duties in an expert and diligent manner and to the best of his ability, promptly and faithfully comply with and observe all lawful and proper requests which may be made by ourselves; and
5.1.2 the Consultant will regularly check his website account in order to receive information concerning any upcoming assignments, and where relevant to request assignments in his relevant postcodes, and will promptly reply to the Company in respect of whether or not he is able to fulfil such an assignment and indicating when the assignment will be undertaken; and
5.1.3 the Consultant shall be entitled to decline any particular assignment offered by the Company, and if he does so then he shall inform the Company of this, and where relevant of any reasons behind such a decision. The Consultant does however enter into these Terms and Conditions in the expectation of fulfilling the majority of assignments offered to him by the Company.
5.1.4 the Consultant acknowledges that he is the public face of the Company and that his professional behaviour is important for the protection of the Company’s brand, and that the Consultant will therefore undertake his assignments and the Services dressed in a presentable and professional manner and will in all respects perform the Services in a professional manner, and when performing the Services shall at all times carry the Identification Document issued by the Company and as a matter of course show this Identification Document on arrival at a customer’s premises, and whenever subsequently requested.
5.1.5 throughout the term of this agreement, the Consultant will, when required, give us such written or oral advice or information regarding any of the Services as we may reasonably require; and 5.1.6 in case of any circumstance preventing the performance of the Services the Consultant shall promptly notify the Company of such circumstance.
5.2 The Consultant shall not, at any time, make any untrue or misleading statement relating to the Company.
6 Expenses
6.1 The Consultant will, no earlier than the last working day of each month during the period of this agreement, submit an invoice for any Company-approved disbursements and other reasonable expenses which he or she has incurred in the provision of any Services (whether appropriately evidenced by receipts or vouchers) for which he or she is entitled to reimbursement.
7 Consultant's warranty
7.1 The Consultant warrants and represents to the Company that he is an independent contractor. Nothing in this agreement shall render the Consultant an employee, agent or partner of the Company and the Consultant will not hold himself out as such.
7.2 The Consultant undertakes to the Company that he will duly pay the tax and national insurance contributions which are due from him whether in the United Kingdom or elsewhere in relation to the payments to be made to him by the Company pursuant to this agreement and further agrees to indemnify the Company in respect of all and any income tax and national insurance contributions which may be found due from the Company on any payments made to him under this agreement together with any interest, penalties or gross-up thereon.
7.3 The Consultant warrants to the Company that by entering into this agreement and performing the Services, he shall not be in breach of any contract or other obligation and will be in compliance with all applicable laws. In particular the Consultant represents that he has full entitlement to work in the United Kingdom. The Consultant expressly agrees that we reserve the right to check any of the details provided in the application, and acknowledges in particular that should any statement as to entitlement to work (whether for reasons of United Kingdom visa requirements or for reasons of state benefits) proves incorrect that we shall be entitled to inform the relevant authorities of this and that you acknowledge that this is reasonable for the purposes of protecting the integrity of our business.
8 VAT
8.1 The Consultant will register for value added tax if and when required by law.
9 Authority
9.1 The Consultant shall have no authority to commit the Company to any legally binding commitments or contracts or to interfere in the running of the Company's affairs or business.
10 Restrictions
10.1 Since the Consultant is likely to obtain in the course of providing the Services confidential information of the Company and personal knowledge of and influence over the Company's clients, the Consultant agrees that he shall not during the period of this agreement and for twelve months after its termination directly or indirectly:
10.1.1 interfere or seek to interfere in any contract between the Company and any third party; and/or
10.1.2 solicit or seek to solicit any person, firm or company to terminate or alter any contractual relationship between them and the Company; and/or
10.1.3 discourage any person, firm or company from entering into contractual relations with the Company; and/or
10.1.4 make any disparaging remarks about the Company or any of its directors or managers.
11 Confidential information
11.1 The Consultant will not disclose or use or cause to be disclosed or used, at any time during or subsequent to this agreement, any secret or confidential information of the Company or any of its Clients or Customers or any other non-public information relating to the business, financial or other affairs of the Company acquired by him as Consultant to the Company except as required by the Company in connection with the Consultant's performance of the agreement or as required by law.
11.2 All notes, computer disks and tapes, memoranda, correspondence, records, documents and other tangible items made, used or held by the Consultant in the course of providing the Services will be and remain at all times the property of the Company. At any time, whether prior to or upon the termination or expiration of this agreement, the Consultant shall promptly on request deliver to the Company all such tangible items which are in his possession or under his control relating to the Company, its business affairs and clients and/or the Services and he may not make or retain copies.
11.3 The Consultant, by agreeing to these Terms and Conditions, agrees to act in accordance with the Company’s Data Protection Privacy Statement. The Company shall not accept any liability for processing conducted by the Consultant outside the remit of the Company. Any misuse by the Consultant of personal data obtained via the Company will be taken very seriously and the Company reserves the right to take any action considered appropriate.
12 Intellectual property
12.1 All intellectual property conceived or made by the Consultant in the course of providing the Services will belong to the Company and the Consultant hereby assigns and agrees to assign all his interest therein to the Company or its nominee. Whenever requested to do so by the Company, the Consultant will, at the Company's expense, execute any and all applications, assignments or other instruments which the Company deems necessary to give effect thereto.
13 Termination
13.1 The Company may terminate this agreement at any time by giving the Consultant not less than 30 days' notice in writing.
13.2 This agreement will terminate automatically without any requirement for notice or payment in lieu of notice in the event that the Consultant shall die or becomes unable to provide the Services by reason of permanent incapacity.
13.3 The Company may by written notice summarily terminate this agreement with immediate effect if:
13.3.1 the Consultant breaches any term of this agreement which, in the case of a breach capable of remedy, is not remedied by the Consultant within 21 days of a written notice from the Company specifying the breach and requiring its remedy;
13.3.2 the Consultant becomes bankrupt or compounds with his creditors or is convicted of any criminal offence (other than road traffic offences); or
13.3.3 the Consultant conducts himself in any manner which, in the reasonable opinion of the Board, brings or is likely to bring him and/or the Company into disrepute.
14 Personal agreement
14.1 This agreement is personal between the Company and the Consultant, and neither may sell, assign or transfer any duties, rights or interests created under this agreement without the prior written consent of the other. Nothing in this agreement is intended to confer on any person any right to enforce any terms of this agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
15 Entire agreement
15.1 This document contains the entire agreement of the parties. It may not be changed by oral agreement but only in writing, signed by both parties and in the case of the Company no such agreement shall be binding upon it unless signed by a registered director.
16 Notices
Any notice to be given by one party to the other shall be validly given if:
16.1 posted by prepaid recorded delivery first class post within the mainland of the United Kingdom and correctly addressed to the party to be served, and shall be deemed served on the third working day after posting (unless not actually delivered);
16.2 personally delivered to the Consultant or (in the case of the Company) a registered director of the Company and shall be deemed served when so delivered;
and for these purposes the parties details for service are as follows:
The Company
address: 87 Godmans Lane, Marks Tey, Colchester, Essex CO6 1XA
The Consultant
address: as set out in the application form by the Consultant.
17 Continuing effect
17.1 This agreement supersedes any previous agreement between the parties in relation to the matters dealt with it and represents the entire understanding between the parties. The Consultant acknowledges and agrees that he has not entered into this agreement in reliance on any representation, warranty or undertaking which is not set out or referred to in this agreement.
17.2 If any provision of this agreement shall be held to be illegal or unenforceable, the enforceability of the remainder of this agreement shall not be affected.
Manufacturer or Retailer Terms & Conditions - Back to top Menu
Manufacturer or Retailer (together referred to as “Suppliers”) Terms & Conditions
These Supplier Terms and Conditions govern your use of the Company Site and your relationship with SMP Consultancy Ltd as a Manufacturer or a Retailer and are to read and construed as being in addition to the General Terms and Conditions. You are variously referred to as a Supplier or Manufacturer or Retailer or “you” in these Manufacturer or Retailer Terms and Conditions.
Manufacturer / Retailer Vision
By becoming a Manufacturer or Retailer (together for ease of reference referred to as a Supplier) associated with the Company Site in respect of certain accredited products that have been manufactured in accordance with best practice in relation to disability issues and which consequently are entitled to use the Accessibility Business Mark, you are demonstrating your commitment to the Vision set out in the General Terms and Conditions. You acknowledge that you have read and are aware of the Guidelines and the Standards. The Supplier desires, and the Company agrees, to enter into an agreement whereby the Company will provide certain links on the Company Site which will link to the Supplier’s Site in accordance with the terms of these Terms and Conditions.
1 Use of the Accessibility Business Mark
1.1 You are hereby authorised to display the Accessibility Business Mark against each accredited product which has been tested by a fully qualified product tester duly recognised by ourselves, wherever appropriate including on the packaging, and on any marketing material (whether paper, electronic or any other medium). For the avoidance of doubt, your entitlement to display the Accessibility Business Mark is limited to each product for which application has been made, and not in respect of all of your products. Your payment of the Product Fee (as specified on the Company Site from time to time) entitles you to display the Accessibility Business Mark for a period of one year from the date of purchase of such rights and thereafter upon renewal. You will be automatically notified at least one month prior to your renewal date.
2 The Company’s Obligations
2.1 The Company will display one or more textual and/or graphical hypertext links (e.g. a button or banner advertisement) on the Manufacturers’ and Retailers’ sections of the Company Site (each a "Link") to the Supplier’s website (the “Supplier Site”). The Company will determine the function, design, label and placement of the Links.
2.2 - The Supplier’s Obligations
2.2.1 - The Supplier shall provide all payments to the Company in accordance with Clause 3 below.
2.2.2 - The Supplier shall provide such material or content which in its opinion is required by the Company to satisfy its obligation under Section 2.1 hereof.
2.2.3 The Supplier shall make every reasonable effort to ensure that the description and price of goods which are the subject of paragraph 1 above, are shown accurately on the Supplier’s Site.
3 Supplier Products
3.1 The Supplier will pay to the Company a commission at the rate specified in clause 3.2 below. Commission will be paid on a monthly basis, approximately 30 days after the end of each calendar month. Commission will be paid by direct debit and will cover all commission earned within the previous month. [However, if at the end of the month the commission earned is less than £[50.00], the Supplier will hold the payment until the fees held exceed £[50.00] or (if earlier) until this Agreement is terminated.]
3.2 - Where a purchase is made by a customer who has accessed the Supplier Site via a Link from the Company Site, the Supplier shall pay the Company a commission of [25%] of the value of the payment therefore actually received by the Supplier (excluding VAT) provided that the Supplier shall be entitled to deduct from such commission any tax which may arise thereon and which the Supplier is obliged by Law to deduct and account to HM Customs & Revenue.
3.3 - No commission shall be payable in respect of any payment received by the Supplier which is made by the fraudulent and/or criminal use of a credit card.
4. - Supplier Products
4.1 - All sales by the Supplier are transactions solely between the Supplier and the purchasing customer. Therefore, as between the parties, the Supplier will be solely responsible for electronic transaction processing, production, sales, order fulfilment, delivery, billing, collection, support, maintenance, repair, returns, warranty service, refunds, management of customer complaints and all other services and matters relating to any products or services provided by the Supplier available on or purchased through the Supplier Site.
5. - Proprietary Rights and Licence
5.1 - Ownership
As between the Supplier and the Company, the ownership of copyright and all other intellectual property rights (including without limitation all patents, copyrights, trademarks and other intellectual property rights) in and to
5.1.1 - the Supplier Sites; and
5.1.2 - the Supplier’s credit reports and related products; and
5.1.3 - the text, graphics, data, designs, computer programs, computer code, items, inventions, works of authorship, trademarks, service marks, concepts, materials, methods, processes and other content and information contained in 5.1.1 and 5.1.2 above or relating thereto shall remain with the Supplier.
5.2 - Licence Grant
The Supplier hereby grants to the Company for the term of this Agreement, a non-exclusive, world-wide, royalty-free Licence to reproduce electronically, distribute and publicly display the Links to the Company Site in accordance with the parties’ objectives and obligations hereunder.
5.3 - Licences to Supplier Marks
The Supplier hereby grants to the Company for the term of this Agreement a non-exclusive, non-transferable, royalty-free world-wide Licence to use, reproduce, publish, perform and display such trade marks of the Supplier which are necessary to comply with its obligations under this Agreement, details of such marks to be notified by the Supplier to the Company from time to time.
5.4 - The Company’s Editorial Control
5.4.1 - The Company shall have the right to refuse to post, remove or edit any Link which links to any materials, content or web site that the Company reasonably considers contains materials actually or potentially obscene, indecent, offensive, defamatory, unlawful or otherwise objectionable or otherwise unsuitable.
6. - Representations and Warranties
6.1 - The Supplier represents and warrants that the Supplier Marks, the Supplier Site and all content or other materials contained or displayed on any portion of the Supplier Site ("Supplier Content") do not and will not infringe upon or violate any rights of any third party, including without limitation any copyrights, trademarks, trade secrets, contract rights or privacy rights.
6.2 - Neither party makes any representation or warranty that the operation of its web site or any link thereto will be uninterrupted or error-free. Each party disclaims all warranties, express or implied regarding the subject matter of this Agreement, including without limitation the implied warranties of quality and fitness for a particular purpose, non-infringement and implied warranties arising from course of dealing or course of performance.
7. - Limitation of Liability
In no event shall the Company be liable for loss of profits, revenues or data, or any special, incidental, consequential, punitive or exemplary damages, even if advised of this possibility of such damages.
8. - Term and Termination
8.1 - This Agreement shall commence the date hereof and continue hereafter unless and until terminated as provided below.
8.2 - This Agreement may be terminated:
8.2.1 - by one party where there is a material breach of the obligations defined herein by the other party that is not cured within 30 days from the receipt of written notification of such breach by the party in breach;
8.2.2 - by one party where the other party makes an arrangement with all of its creditors or goes into liquidation (other than for the purpose of a bona fide reconstruction);
8.2.3 - by either party at any time on giving at least 30 days’ written notice to the other party;
8.3 - Upon the effective date of termination, all obligations defined herein shall terminate with the exception of the obligations set forth in Clause 8 and any other provision of this Agreement which can reasonably be construed as surviving termination which shall survive any termination of this Agreement for any reason.
9. - Confidentiality
Each party undertakes to retain in confidence the terms of this Agreement and all other non-public information and know-how of the other party disclosed or acquired by either party pursuant to or in connection with this Agreement which is either designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential; provided that each party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business. The foregoing restrictions shall not apply to any information that:
9.1 - was known by the party receiving the information ("the Receiving Party") prior to disclosure thereof by the other party;
9.2 - was in or entered the public domain through no fault of the Receiving Party;
9.3 - is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; or
9.4 - is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed). Upon request of the other party, or in any event upon any termination of the Term, each party shall return to the other all materials, in any medium, which contain, embody reflect or refer to all or any part of any Confidential Information of the other party;
10 - Independent Contractors
This Agreement does not operate to create a Partnership or Agency relationship between the Company and the Supplier or any employment relationship between the parties. The Supplier will have no authority to make or accept any offers, enter into any contracts, or make any representations on the companies behalf. Nothing in this document will make the Company liable as a distributor, seller or reseller of any of the Supplier’s products. In the event that any other provision of this Agreement conflicts with this Section, this Section shall prevail.
11 - Assignment and Transfer
11.1 - The Supplier may not, without the Company’s consent, assign this Agreement or any of its rights or delegate any of its duties under this Agreement;
11.2 - to any other manufacturer, retailer or supplier; or
11.3 - to any purchaser of all or any of the Supplier’s assets or to any successor by way of merger, consolidation, or similar transaction.
Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.
12 - Notice
All notices under this Agreement shall be in writing and shall be deemed given :
12.1 - when personally delivered; or
12.2 - when sent by confirmed fax; or
12.3 - when sent by confirmed e-mail; or
12.4 - when sent by pre-paid first class post to the address of the party set out in this Agreement or (if any) such address as such party last provided to the other by written notice.
13 - Entire Agreement; Waiver
The parties, agree that this entire agreement and waiver supersede any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. This paragraph 13 is subject to paragraph 2 of the Main Terms and Conditions of the Company Site. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver shall be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself.
