3.

Performance

3.1

All commitments with respect to the timing and scope of a project given to the client by Taylor HR Solutions - whether verbal or written - are made in good faith but are made necessarily in advance of knowing the full scope of the difficulty that may pertain to performance on specific points (for example, un-foreseeable difficulty in obtaining certain information requested by the client). For this reason, whilst Taylor HR Solutions agrees to use its best endeavours to fulfil such commitments to clients on the timing and the scope of consultancy and other projects we cannot guarantee performance in either respect.

4.	Confidentiality
4.1	Taylor HR Solutions agrees to hold all information provided by the Client confidential where the client so specifies, save where such information is known to Taylor HR Solutions already, or exists already in the public domain, until, either the information enters the public domain, or Taylor HR Solutions is given the same information by a third party, or is released from its confidentiality requirement by the client, or the client is found in breach of contract with Taylor HR Solutions by a court of law (including non-payment of account) or three years have elapsed - whichever is the sooner.
4.2	The client agrees to hold confidential all information about Taylor HR Solutions' proposal(s), fee structures, fees and personnel.

5.	Conflict of Interest
5.1	Taylor HR Solutions will decline any third party contract that would create a conflict of interest with the client's previously agreed instructions.

6.	Rights of Ownership
6.1	Taylor HR Solutions warrants that all personnel, whether full-time employees or not, will be employed on terms that protect the Clients intellectual property rights.
6.2	Taylor HR Solutions has a substantial body of intellectual property. This 'underlying IP' includes, but is not limited to, databases, analysis, reports, supplier and technology evaluations, drawings, charts, and graphs held both electronically and on paper. When a client contracts with Taylor HR Solutions to provide consultancy services, this does not transfer any of Taylor HR Solutions' underlying IP to any client under any circumstances.
6.3	Notwithstanding any payments received from the client, all rights of ownership to all materials prepared by Taylor HR Solutions, whether written or not, shall remain the property of Taylor HR Solutions - copyright and distribution rights are reserved by Taylor HR Solutions at its sole discretion, except where these rights are explicitly stated in writing to have been waived or where the contract between Taylor HR Solutions and the client explicitly so provides or where the material is so endorsed by Taylor HR Solutions.
6.4	Taylor HR Solutions, however, grants a royalty free licence, without prejudice to its position under the previous paragraph, to the client to copy freely any material provided by Taylor HR Solutions as part of work wholly commissioned by the client provided that distribution of these copies is exclusively within the client's particular organisation.
6.5	This clause shall apply to all reports, including the final client report, and all presentation materials. It shall also apply to any audio or videotaping of any presentations made by Taylor HR Solutions for the client. In addition, it applies to all training materials used to support Taylor HR Solutions training sessions.

7.	Time Basis for Contracts
7.1	Where applicable, activity time is calculated inclusive of travel time from the prior non-client activity (such as from the consultant's home, office, or third party premises).
7.2	The unit of activity is normally the Day, except where otherwise agreed in advance.
7.3	Activity time includes all office time spent acting for the client.
7.4	Where the unit of activity is by the hour, all travel, office, administrative, preparatory, production and telephone time in addition to actual client meetings and external interviews, are chargeable at the agreed hourly rate for the individual concerned.
7.5	Activity logs will be provided to clients upon request.

8.	Expenses
8.1	Taylor HR Solutions contracts with clients stipulate whether they are 'fixed price' (ie all expenses will be included within the pre-negotiated fee and not charged supplementary to the client) or 'fee plus expenses' - in which case expenses are levied in addition to our agreed fee.
8.2	Taylor HR Solutions employees are required to obtain receipts for expenses wherever practical. These are retained by Taylor HR Solutions and are available for inspection by the client upon his request.

9.	Fees
9.1	The remuneration structure agreed between the client and Taylor HR Solutions may be based on a number of methods. These are a 'retainer', a 'fixed fee', a 'time based rate' (e.g. day rate, also known as a per diem fee, or an hourly rate).
9.2	The client agrees to pay Taylor HR Solutions according to the fee structure outlined in Taylor HR Solutions' project proposal, as amended by subsequent written correspondence.
9.3	'Retainer fee' shall be defined as a payment made to secure Taylor HR Solutions' services for a fixed period of time. The retainer shall be automatically renewed except where either party gives the appropriate notice or is in breach of the contract or where otherwise defined in the specific terms of the contract. Fixed fee contracts cover the performance of an agreed service as outlined in our Project Proposal for an agreed remuneration. Extra time incurred by Taylor HR Solutions in the performance of the 'fixed fee' component of a contract shall be borne by Taylor HR Solutions. The fee shall be fixed in the currency in which the quotation is made, regardless of exchange rate movement.
9.4	Any proposal and the rates quoted therein are valid for orders received within three months of issue and for implementation to begin within 6 months.

10.	Cancellation Rights
10.1	The contract shall be regarded as a whole unless there are break points within it agreed in advance or it is divided into stages or where it is subject to periodic renewal. Where no such division is agreed in advance and stipulated in the contract, the client shall be liable for the totality of the value of the contract - including all expenses incurred to the date of cancellation - whether or not the client wishes the work to be completed.
10.2	Annually renewed service contracts and retainers shall be renewed automatically for a further 12 months unless either party gives the other the minimum notice of termination set out in the individual contract or in the absence of such a provision 90 days notice.
10.3	Where the client cancels, the client shall pay for all stages of the contract that have been commenced. Should he choose not to have work completed on the stage underway prior to cancellation he remains liable for payment in full of this stage. The client also agrees to pay all expenses incurred, whether or not these relate to the stages cancelled or to any prior stages.

11.	Payment Terms
11.1	The client agrees to be bound by the payment terms stipulated in the contract.
11.2	If the client fails to make any final payment without giving notification of due cause, then Taylor HR Solutions will withhold delivery of any final reports and will not be responsible for any inconvenience, loss or damage so caused.
11.3	Taylor HR Solutions shall be entitled to charge interest at the rate of 2% per month on all amounts that remain unpaid 30 days after the agreed payment date.
11.4	In the absence of any other agreed payment terms, all invoices shall be payable in full within 30 days of the date of the invoice.

12.	Stage Payments
12.1	Most contracts that extend across several months provide for stage payments. These are negotiated in advance as part of the normal discussions prior to agreement of the contract.
12.2	Taylor HR Solutions shall have the right to suspend all work on behalf of the client should these payments not be made on time to the agreed schedule. Any adverse impact that this suspension has upon the completion schedule or the quality of the product for the client shall be at the client's sole responsibility. This right applies not just to the contract in arrears but also any other contracts with the client, whether or not payments against these contracts are in arrears.
12.3	In particular, clients should note that where it has been agreed that payment of all or part of a contract is to be made 'in advance' work will not commence on the client's behalf until payment is actually received.

13.

Liability for Advice Given

13.1

Taylor HR Solutions provides information, advice and services in good faith based upon information available at the time. We do not warrant the accuracy of information provided. It is for the client to decide whether or not to accept our advice in making his own management decision. We advise that any data critical to a decision should be independently verified prior to being acted upon. Therefore Taylor HR Solutions accepts no liability for the consequences of its information opinions and advice whether direct or indirect.

15.	Limitation of liability
15.1	Without prejudice to other more restrictive limitations elsewhere in this contract, liability on the part of Taylor HR Solutions is limited to the value of the contract with the client or the value of the loss whichever is the smaller. Taylor HR Solutions accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.

16.	Force Majeure
16.1	Whilst Taylor HR Solutions agrees to use its best endeavours to perform the contract for the client as specified, Taylor HR Solutions will not be responsible for any delays or failure to complete the contract which are beyond Taylor HR Solutions' control and which could not have been reasonably predicted.
16.2	Where the delay caused by third party events outside either party's control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances the client will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and Taylor HR Solutions will be entitled to recover any costs already incurred.

17.	Jurisdiction
17.1	Any disputes or claims shall be governed by and construed in accordance with English law and the jurisdiction of the English courts.

18.	Waiver
18.1	The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.