Common use of Consultancy Services Clause in Contracts

Consultancy Services. 5.1 Subject to the terms of this Agreement, we shall provide the Consultancy Services to you in accordance with the Order Form. 5.2 We warrant that: 5.2.1 we shall use our reasonable skill and care in providing the Consultancy Services; 5.2.2 our employees have the necessary skill to provide any Consultancy Services; 5.2.3 so far as we are aware, we have all necessary rights to enter into, and perform our obligations under, this Clause 5 (including Intellectual Property Rights in respect of the Deliverables); 5.2.4 we shall use our reasonable endeavours to ensure that whilst our employees are on your premises they conform to your normal codes of staff and security practice as are advised to them in advance by you; and 5.2.5 we shall comply with all applicable laws in relation to the exercise of our rights and performance of our obligations under this Clause 5. 5.3 We do not warrant that the Consultancy Services or Deliverables will meet your individual requirements. We are not responsible for any people, equipment, deliverables or services that we are not expressly stipulated to provide in this Agreement. You are responsible for any people, equipment, deliverables and services that you need to obtain from someone other than us. Except for any matter in relation to which we specifically agree in writing to advise or do, we shall not be responsible, or have any Liability (subject to Clause 8.2) for advising on, or failing to advise on, or doing, or failing to do, anything else. 5.4 Subject to us performing the Consultancy Services within any timeframe agreed as being necessary for the performance of the Consultancy Services, we may select our own working times and location. We shall not unreasonably withhold or delay our agreement to perform the Consultancy Services at any other place that you reasonably request, although you acknowledge that we may charge additional Fees, Rates and/or other expenses to reflect our additional costs in performing the Consultancy Services at the different location. 5.5 Unless otherwise agreed in writing; we shall be responsible for the provision of the Consultancy Services only. You shall be responsible for any decision or implementation by you and your employees, agents and other contractors relating to any advice, recommendation or course of action that we propose in the provision of the Consultancy Services, and (subject to Clause 8.2) we shall have no Liability for the results of such decision or implementation. 5.6 We shall use our reasonable endeavours to perform our obligations under this Clause 5 within any timescales set out in the Order Form. However (subject to Clause 8.2) we shall not have any Liability for any delays or failures to accurately perform our obligations: 5.6.1 if we have used those endeavours; or 5.6.2 if those delays or failures are caused by any failure or delay on your part or on the part of your employees, agents or subcontractors or by any breach by you of this Agreement or any other agreement. If there is any delay, we shall use our reasonable endeavours to reschedule delayed tasks to a mutually convenient time. 5.7 If we are delayed or hindered in providing any Consultancy Services as a result of any breach, delay or failure by you to perform any of your obligations under this Agreement or of any other agreement between us and you, then we may charge you at the Rates for: 5.7.1 any time reasonably incurred as a result of the hindrance or breach (including any wasted time for which we had anticipated that our personnel would provide Consultancy Services under this Agreement but become unable to provide the Consultancy Services at that time as a result of your act or omission); and 5.7.2 any time that we were going to spend in providing the Consultancy Services, in addition to the time we actually do spend in providing the Consultancy Services. 5.8 You shall (and, where, appropriate, you shall ensure that your employees, agents and other contractors shall): 5.8.1 ensure that the terms of the Order Form, and any specification or instructions you provide to us for the Consultancy Services, are complete, accurate and up to date; 5.8.2 provide proper, adequate, safe, comfortable and suitable environmental and operating conditions if we undertake any work at your premises; 5.8.3 inform us in writing a reasonable time before the commencement of any Consultancy Services of any regulations relevant to us when working at any premises under your control; 5.8.4 be present and available at your premises at the required times to enable us to perform our obligations at the times we reasonably require under this Agreement; 5.8.5 fully, frequently and promptly update us as to progress with use of the Consultancy Services and Deliverables generally, and your activities and developments generally, including reporting on any concerns, issues, queries or comments that need to be resolved or discussed; 5.8.6 ensure that your employees, agents and subcontractors fully co-operate with, and make themselves available at all reasonable times for discussion and meetings with us and our employees, agents and subcontractors to enable us to promptly perform our obligations under this Agreement; 5.8.7 promptly provide to us such data, information and assistance that will enable us to carry out fully, accurately and promptly our obligations under this Agreement to the best of our ability; 5.8.8 take all care and assume all responsibility and Liability (subject to Clause 8.2) with using, instructing or employing any third parties (including other service providers) recommended or referred by us; 5.8.9 promptly comply with all of our reasonable requests in connection with this Agreement; 5.8.10 have all rights, permissions and consents to enter into, and perform your obligations under, this Agreement; and 5.8.11 comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of your rights and performance of your obligations under this Agreement. 5.9 It is your responsibility to ensure that the Consultancy Services and the Deliverables are sufficient and suitable for your purposes and meet your individual requirements. 5.10 You are responsible for ensuring that you provide us with the information required to enable us to properly provide the Consultancy Services. We shall not be responsible or (subject to Clause 8.2) have any Liability for any failure to provide the Consultancy Services to the extent caused by your failure to properly ensure the provision of the relevant information. 5.11 It is your responsibility to ensure that: 5.11.1 any decision or implementation made by you and your employees, agents and other contractors as a result of any advice, recommendation or course of action proposed in the provision of the Consultancy Services by us is made in your best interests; and 5.11.2 the process of making such decision or implementation by you and your employees, agents and other contractors is made in compliance with your relevant risk strategy; and you bear absolute responsibility and Liability for the consequences of any such decision or implementation. 5.12 You shall indemnify and hold us harmless against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you of Clauses 5.8 to 5.11 (inclusive). This indemnity shall apply whether or not you have been negligent or at fault.