Garner Associates (The Company) is the trading name of Garner Global Ltd.
The Company Agrees:
1. to treat any information and data received from the Client as confidential.
2. not to disclose any confidential information to any third party without prior written consent of the Client.
3. if requested by the Client to return all materials provided to the Company by the Client as soon as reasonably practicable following either (a) completion of the business plan or (b) the payment in full of all of the fees and disbursements payable to the Company, whichever is later.
4. to prepare the Business Plan with all reasonable skill and care.
5. to undertake preparation of the business plan within a reasonable time frame as agreed between the parties and subject to paragraph 6 below.
The Client Agrees:
6. to provide the Company in a timely manner with all such information, documents and assistance as may be reasonably necessary for the company to prepare the business plan.
7. to pay the quoted fees plus VAT (where applicable) and any disbursements incurred by the company in providing the business plan preparation service, of which 50% plus VAT (where applicable) is to be prepaid by the Client by way of a deposit upon the signing and return of the Acknowledgement Form. Settlement of the balance (and disbursements) is payable upon delivery to the Client of one first draft of the business plan. This document will remain the property of the company until paid for in full whereupon title will pass to the Client. All payments shall be made in full on the due date without any set-off, deduction or counterclaim and the Company reserves the right to charge 5% above the HSBC base rate from time to time accruing daily on any overdue sum until paid in full. If the Company has reason to doubt that the balance (and disbursements) will be paid in full on the due date, the Company reserves the right to require payment in full before continuing with the preparation of the business plan.
8. that any changes to the first draft of the business plan must be notified in writing within 5 working days of its delivery to the Client (if no such notification is received by the Company within such period, the preparation of the business plan will be deemed complete). If any changes are so requested, the Company's revised version shall be considered as the final document and the business plan complete.
9. that the Client signing the Company's Acknowledgement Form constitutes an irrevocable and unconditional instruction to the company in respect of the preparation of the business plan. If the company is unable to complete the business plan by the date falling 3 months after the date of signature of the Company's Acknowledgement Form (or such later date as may be specified for this purpose by the company) by reason (whether partly or wholly) of (a) a failure by the client to comply with paragraph 6 above and/or (b) the Client deciding to withdraw from its business venture, all amounts payable to the company under the Company's Acknowledgement Form (the fee balance plus any disbursements) shall become due and payable immediately.
10. the Client will be responsible for the for the accuracy and completeness of the information and data so provided to the Company and shall fully indemnify the Company against any such losses, costs, damages charges and expenses incurred or suffered by the company arising from the Company's use of such information, materials or data supplied by the Client.
11. the Client shall not under any circumstances be entitled to use the name Garner Global Ltd or the name Garner Associates or any other confusingly similar name without the express written permission of a duly authorised representative of the Company (and for the avoidance of doubt but without prejudice to the generality of the foregoing, the company name/logo shall not be referred to either expressly or by implication, in the Clients business plan.
12. The Company's maximum liability to the client whether for breach of contract, negligence or otherwise howsoever rising under or in connection with the company's Acknowledgement Form and the provision of the Company's services shall under no circumstances exceed the fee payable by the Client to the Company.
13. The Company shall not be liable under any circumstances for any indirect, consequential or economic loss or damage or any loss of profit, revenue or goodwill incurred or suffered by the Client.
14. These terms and conditions constitute the entire agreement between the parties and no additions or modifications to these terms and conditions shall be binding on the Company.
15. The Company's Acknowledgement Form, so endorsed by the client constitutes a contract of engagement between the Company and the Client.
16. These terms and conditions are the copyright of the Company and shall be governed by English Law and the parties shall be subject to jurisdiction of the English Courts.