Please read these Terms and Conditions carefully. All contracts that the Consultant may enter into from time to time for the provision of Tus Alpujarras shall be governed by these Terms and Conditions, and the Consultant will ask the Client for the Client’s express written acceptance of these Terms and Conditions before providing any consultancy services to the Client.
- Definitions
1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:
“Charges” means:
(a) the amounts specified in Section 3 of the Statement of Work and elsewhere in these Terms and Conditions;
(b) such other amounts as may be agreed in writing by the parties from time to time; and
(c) amounts calculated by multiplying the standard time-based charging rates of the Consultant (as listed on our website) by the time spent by the personnel of the Consultant performing [the Services] (rounded down by the Consultant to the nearest quarter hour);
“Client” means the person or entity identified as such in Section 1 of the Statement of Work;
“Client Materials” means all works and materials supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;
“Consultant” means operatives working on behalf of Tus Alpujarras of Plaza de la Constitucion 20 bajo, Lanjaron , 18420;
“Contract” means a particular contract made under these Terms and Conditions between the Consultant and the Client;
“Effective date” this shall be the date from which the consultant receives confirmation from the client of acceptance of the terms in writing or the date from which the client engages the consultant by utilizing the services of the consultant at which point the client is giving their consent to the agreement of the terms;
“Services” means the consultancy services specified in Section 4;
“Term” means the term of the Contract, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2];
“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions, including any amendments to that documentation from time to time; and - Term
1.1 The Contract shall come into force upon the Effective Date.
1.2 The Contract shall continue in force indefinitely OR until:
1.3 The parties expressly agree otherwise in writing. - Services
2.1 The Consultant shall provide the Services to the Client in accordance with these Terms and Conditions.
2.2 The Consultant shall provide the Services with reasonable skill and care OR in accordance with the standards of skill and care reasonably expected from a leading service provider in the Consultant’s industry. - Charges
3.1 The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.
3.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated on the fixed price list on our website (www.tusaplujarras.com) will be charged at our standard hourly rate listed on our website. - Payments
4.1 The Consultant shall issue invoices for the Charges to the Client from time to time during the Term OR on or after the quarterly invoicing dates OR at any time after the relevant Services have been delivered to the Client OR in advance of the delivery of the relevant Services to the Client.
4.2 The Client must pay the Charges to the Consultant within the period of 14 days following the issue of an invoice.
4.3 The Client must pay the Charges by debit card, credit card, direct debit or bank transfer (using such payment details as are notified by the Consultant to the Client from time to time).
4.4 If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may:
(a) charge the Client interest on the overdue amount at the rate of 8% per annum above the Central European Bank base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim a late payment charge of €25 for administrative costs. - Warranties
5.1 The Consultant warrants to the Client that:
(a) the Consultant has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant’s rights and the fulfilment of the Consultant’s obligations under these Terms and Conditions; and
(c) the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
(d) The consultant will advise whereby additional legal expertise is required and recommend a suitably qualified person.
5.2 The Client warrants to the Consultant that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions. - Limitations and exclusions of liability
6.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
6.2 Neither party shall be liable to the other party OR The Consultant shall not be liable to the Client OR The Client shall not be liable to the Consultant in respect of any loss of profits or anticipated savings.
6.3 Neither party shall be liable to the other party OR The Consultant shall not be liable to the Client OR The Client shall not be liable to the Consultant in respect of any loss of revenue or income.
6.4 Neither party shall be liable to the other party OR The Consultant shall not be liable to the Client OR The Client shall not be liable to the Consultant in respect of any loss of business, contracts or opportunities.
6.5 Neither party shall be liable to the other party OR The Consultant shall not be liable to the Client OR[The Client shall not be liable to the Consultant in respect of any loss or corruption of any data, database or software.
6.8 Neither party shall be liable to the other party OR The Consultant shall not be liable to the Client OR The Client shall not be liable to the Consultant in respect of any special, indirect or consequential loss or damage. - Termination
7.1 Either party may terminate the Contract by giving to the other party [not less than 30 days’ written notice of termination, expiring[at the end of any calendar month OR after the end of the Minimum Term.
7.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party commits any breach OR material breach of the Contract, and the breach is not remediable;
(b) the other party commits a breach OR material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
7.3 Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract)]; or
(d) [if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
7.4 The Consultant may terminate the Contract immediately by giving written notice to the Client if:
(a) any amount due to be paid by the Client to the Consultant under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) the Consultant has given to the Client at least 14 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause - Effects of termination
8.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 3,
8.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party. - Status of Consultant
9.1 The Consultant is not an employee of the Client, but an independent contractor.
9.2 The termination of the Contract will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.
9.3 The Consultant shall remain responsible to the Client for the performance of any subcontracted obligations. - General
10.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
10.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
10.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
10.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
10.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
10.6 Subject to Clause 10.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
10.7 The Contract shall be governed by and construed in accordance with Spanish Law
10.8 The courts of Spain shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.