General Terms and Conditions

“Client” means the individual(s) or organisation(s) detailed as such in the Scope of Services;

"Scope of Services" means the written proposal and/or quotation provided by ICA Consultancy to the Client, that describes the Services;

"Services" means the professional services described within a Scope of Services;​

• These terms shall be accepted by the Client on the earlier of:

  • the Client’s written acceptance of the Scope of Service; or

  • upon any act by the Client consistent with its acceptance of the Scope of Services, including issuance of a purchase order or a request to schedule the delivery of any associated services,

• at which point and on which date the Associated Agreemen shall come into existence.

• If there is any conflict or inconsistency between these terms and the Scope of Services, the following order of precedence applies to the extent of that conflict or inconsistency (listed below in order of high to low priority): 

  • Scope of Services

  • these terms and conditions

1. The Client has purchased, or is investigating the purchase of, certain professional services to be delivered by ICA Consultancy. ICA Consultancy will perform the professional services (the “Services) set forth in the Scope of Services.

2. The Consultancy will use commercially reasonable efforts to complete any work in the timeline set forth within the Scope of Services, however any estimates stated on a Scope of Services are estimates only and may vary from actual time worked. If, for any reason under its control, ICA Consultancy exceed what is regarded as a reasonable timeframe to complete the work, and as such will be regarded as a breach of contract, the Client will be entitled to pay a discounted price for the services (the amount of which will be mutually agreed) or terminate the contract subject to the provisions of clause 9 below.

1. Performance of the Services is contingent on the Client satisfying the responsibilities set forth within the Scope of Services, and failure to perform the Services due to the Client’s failure to satisfy its responsibilities will not be deemed to be a breach of this Agreement by ICA Consultancy and may require additional fees and the execution of a change order.

1. The Scope of Services will specify the basis of ICA Consultancy's charges for the relevant supply of the Services and ICA Consultancy will invoice the Client accordingly. All amounts specified in a Scope of Services are exclusive of any taxes unless expressly specified otherwise. 

2. Unless otherwise specified in a Scope of Services, all invoices issued by ICA Consultancy are due for payment by the Client within 30 days of the date of the invoice.

3. Subject to clause 3.4, the Client must pay all invoices in full without set-off or deduction of any kind.

4. If the Client wishes to dispute an invoice, it must notify ICA Consultancy in writing within 14 (fourteen) days of the date of the invoice and provide details of the dispute. The Client may withhold payment of the disputed part of an invoice only and must pay that part (or any amount subsequently agreed or determined to be the correct amount owing) promptly on resolution of the dispute.

5. Without limiting any other remedies available to ICA Consultancy for late payment or failure to pay any amount due, if any amount due is not paid by the Client by the due date, ICA Consultancy may:

   1. charge the Client interest calculated at 5% on the balance of the amount due by the Client from the due date until payment is received in full by ICA Consultancy; and/or

   2. charge the Client all collection costs reasonably incurred by ICA Consultancy in collection of the amount outstanding (including solicitor and/or collection agency fees); and/or

   3. on 5 Working Days’ notice in writing, suspend delivery of Third Party Software and Services until the outstanding amount is paid in full.

6. Unless otherwise specified in the relevant Associated Agreement:

   1. ICA Consultancy may increase its pricing from time to time but not more often than once every 12 months;

   2. ICA Consultancy will give the Client one month’s notice in writing of any price increase.

7. ​Products shall remain the property of ICA Consultancy until the Client has paid all amounts owed by the Client to ICA Consultancy. 

1.  ICA Consultancy agrees that all business, financial, and technical information of the Client that ICA Consultancy learns or obtains while providing the Services constitutes “Confidential Information.”

2. ICA Consultancy, its employees, agents, subcontractors or anyone working with or on behalf of ICA Consultancy in performance of the Services shall hold in confidence and not copy, reproduce, reduce to writing, disclose or, except in performing the Services, use any Confidential Information and will ensure that all parties who receive what would be generally regarded as Confidential Information are bound by the obligations of confidentiality contained within this clause.

3. However, ICA Consultancy shall not be obligated under this clause 4 with respect to information that is or becomes publicly available without restriction through no fault of ICA Consultancy, or information that ICA Consultancy is required to disclose by law or court order.

4. ICA Consultancy shall establish and maintain adequate security measures to safeguard the Confidential Information from unauthorised use, reproduction, disclosure or access (such measures being at least equivalent to those it applies for the protection of its own Confidential Information). The obligation not to disclose the Client’s Confidential Information shall survive for a period of 3 years after termination of this agreement and, following completion of the Services, ICA Consultancy shall destroy or permanently delete any and all copies of the Client’s Confidential Information.

1. Except for rights expressly granted under the Scope of Services, nothing in the Scope of Services will function to transfer any of either party's Intellectual Property rights to the other party, and each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.

1. ICA Consultancy warrants that any services supplied will be carried out using reasonable care and skill.

1. Under no circumstances and under no legal theory, whether in tort, contract, or otherwise, will ICA Consultancy, its suppliers, be liable to the Client or to any other person for any indirect, special, incidental, or consequential damages of any character, including damages for loss of goodwill, loss of profits, business interruption, consequential damages of any character, including damages for loss of goodwill, loss of profits, business interruption, work  stoppage, or computer failure or malfunction,  unless this has been determined by an independent expert jointly appointed by ICA Consultancy and the Client.

2. In no event will ICA Consultancy or suppliers be liable for any damages in excess of the amount actually paid for the Scope of Services. This limitation of liability shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation.

1. The Client acknowledges that cancellation or rescheduling of the Services at short notice would make re-allocation of committed resources to alternative tasks impractical, as a result of which ICA Consultancy would suffer financial loss. Accordingly, the Client agrees that, for any notice of cancellation or rescheduling received by ICA Consultancy prior to the scheduled commencement of the Services, ICA Consultancy shall have the right to charge a percentage of the Charges for the cancelled or rescheduled Services in accordance with the following:

   1. 11-28 days before scheduled provision of the Services: 25%​

   2. 6-10 days before scheduled provision of the Services: 50%

   3. 1-5 days before schedule provision of the Services: 100%

2. Either party may terminate the Services by written notice to the other at any time if that other party:

   1. commits a breach of this contract and, in the case of a breach capable of remedy, the party fails to remedy the breach within 10 days of being required to do so in writing; or

   2. becomes insolvent, or has a liquidator, receiver, manager or administrative receiver appointed.