Terms of Business
These terms and conditions form the basis of the contract through which the GLAS Group Ltd (GLAS, we or us) will deliver a service to a client (you). Payment of the appropriate fees will be taken to indicate full acceptance of these terms and conditions and consent to handle your personal information in accordance with the Data Protection Act.
The GLAS Group is the trading name of Little White Feather Ltd - a registered company limited by guarantee (09826463), whose registered office is The Studio, 5A New Church Road, Sutton Coldfield West Midlands B73 5RT.
3. THE Project / Retained Services / Programme
4. TIME OF PERFORMANCE
8. RECOVERY OF SUMS DUE
10. INTELLECTUAL PROPERTY
14. INDEMNITY AND INSURANCE
16. ASSIGNMENT OR SUB-CONTRACTING
6. FORCE MAJURE
20. DISPUTES AND MEDIATION
21. GOVERNING LAW
“Company” means the GLAS Group in these Terms and Conditions
“Fees” means the price or rate for the Project given in the Purchase Order / Agreement.
“Premises” means any land or building where the Project is to be carried out.
“Project” means the services, programme, products or tools described in the Purchase Order and any associated documentation.
“Order Number” means the unique number that appears on the Purchase Order.
“Parties” means the GLAS Group and client / partner
“Purchase Order” means an order for services served by the Company which includes a description of the Project, the Fees payable and any terms applying to the Project which are additional to these Terms and Conditions.
“Terms and Conditions” means these terms and conditions for the supply of consultancy services.
2.1 These Terms and Conditions together with the relevant Purchase Order and any other document, plan or specification referred to in the Purchase Order constitute the contract between the Parties for the Project / Retained Services / Programme / Services /Product (“the Contract”).
2.2 In the event of any conflict between a clause in these Terms and Conditions and a term of the Purchase Order, the term of the Purchase Order shall prevail.
2.3 The Contract constitutes the entire agreement between the Parties relating to the Project and replaces all previous negotiations, agreements, understandings and representations whether oral or in writing. However nothing in the Contract shall limit or exclude any liability for fraud.
2.4 Nothing in this Contract shall have the effect of making the Consultant a servant or employee of the Authority.
3.1 The Company shall carry out and complete the Project / Retained Services / Programme:
a). in accordance with the Purchase Order;
b). with reasonable skill, care and diligence;
d) (where applicable) using staff or agents with appropriate skills and qualifications.
4.1 The Consultant shall carry out the Project / Retained Services / Programme by the date or in accordance with the timescales set out in the Purchase Order.
4.2 The Company shall notify the Authority immediately if it becomes aware of any event that it believes is likely to delay or impede the Project.
7.1 In consideration of the carrying out of the Project by the Consultant the Authority shall pay the Consultant the Fees.
7.2 The Consultant shall submit an invoice for the Project to the Authority’s address for invoices given in the Purchase Order. The invoice shall contain the Order Number, a description of the part of the Project to which it refers and the applicable Fees.
7.3 The Consultant shall be entitled to be reimbursed its reasonable expenses actually and reasonably incurred in connection with the Project subject to production of such receipts and documentation as the Authority reasonable requires. Expenses shall be reimbursable at the standard civil service rates which the Authority shall provide on request.
7.4 The Authority shall pay the Consultant within 30 days of receipt and agreement of invoices, submitted monthly in arrears, for work completed to the satisfaction of the Authority.
7.5 In addition to the Price, the Authority shall pay the Consultant a sum equivalent to any Value Added Tax chargeable in respect of the Project. Value Added Tax shall be shown as a separate item on the Consultant’s invoice.
7.6 The Consultant shall be entirely responsible for the payment of all and any income tax, national insurance contributions and any similar liabilities on any Fees earned under this Contract.
7.7 The Contractor shall implement any legislative requirement to account for goods and services in Euro instead of or as well as Sterling at no cost to the Authority. The Authority shall provide all reasonable assistance to facilitate any such requirement
8.1 If any sum is recoverable from or payable by the Consultant under the Contract, that sum may be deducted from any sum then due or which at a later date becomes due to the Consultant under the Contract or under any other agreement with the Authority.
10.1 The intellectual property rights (including the copyright) in any reports, documentation or materials are hereby assigned to and shall vest in the Authority. This condition shall survive the termination of this Contract.
10.2 Save where the Project uses documentation and materials supplied by the Authority, the Consultant warrants that none of the documentation and materials used or created as part of the Project shall infringe any patent, trade mark, registered design, copyright or other rights in industrial property of any third party.
10.3 The Consultant shall indemnify the Authority against all actions, demands, charges, expenses and costs (including legal costs on a solicitor and Authority basis) which the Authority may incur as a result of or in connection with any breach of clause 10.2.
12.2 The Consultant undertakes to keep secret and not to disclose and to procure that its employees, sub-contractors and agents keep secret and do not disclose any information of a confidential nature which it has obtained by reason of this Contract. Nothing in this clause applies to information that is already in the public domain or the possession of the Consultant other than by reason of breach of this clause.
12.3 The provisions of this Condition shall survive the termination of this Contract however that occurs.
14.1 Without prejudice to any rights or remedies of the Authority the Consultant shall indemnify the Authority against all actions, demands, losses, expenses and costs (including legal costs on a solicitor and client basis) which the Authority may suffer or incur as a result of or in connection with any damage to property or any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any negligence or breach of this Contract by the Consultant.
14.2 The Consultant (if an individual) warrants and represents that he is regarded by both the Inland Revenue and the Department of Works and Pensions as self-employed and accordingly shall indemnify the Authority against any tax, national insurance contributions or similar liability which may arise in relation to this Contract.
14.3 The Consultant warrants that it has in place with a reputable insurance company a policy or policies of insurance relating to all matters that are the subject of indemnities and undertakings on the part of the Consultant contained in this Contract. In particular, unless the Authority agrees that such insurance is unnecessary the Consultant warrants that the work done in relation to the Project is covered by a policy of professional indemnity insurance. At the request of the Authority the Supplier shall produce the relevant policy of insurance together with evidence of payment of its latest premium.
16.1 The Consultant shall not assign or sub-contract any part of the Project without the written consent of the Authority.
16.2 No sub-contracting of this Contract shall in any way relieve the Consultant of its obligations under the Contract.
16.3 Where the Consultant enters a sub-contract for the purpose of performing this Contract it shall ensure that the sub-contract has a term requiring the Consultant to pay the sub-contractor within 30 days of receipt of a valid invoice.
18.1 The Consultant shall notify the Authority in writing immediately upon the occurrence of any of the following events:
a) (where the Consultant is an individual) if a petition is presented for the Consultant's bankruptcy or a criminal bankruptcy order is made against the Consultant, or the Consultant makes any composition or arrangement with or for the benefit of creditors, or makes any conveyance or assignment for the benefit of creditors, or if an administrator is appointed to manage his affairs;
b) (where the Consultant is a firm; or a number of persons acting together in any capacity) if any event in (a) or (c) of this Condition occurs in respect of any partner in the firm or any of those persons or a petition is presented for the Consultant to be wound up as an unregistered company; or
c) where the Consultant is a company, if the company passes a resolution for winding-up or the court makes an administration order or a winding-up order, or the company makes a composition or arrangement with its creditors, or an administrative receiver, receiver or manager is appointed by a creditor or by the court, or possession is taken of any of its property under the terms of a floating charge.
18.2 The Authority shall be entitled to terminate this Contract by notice to the Consultant with immediate effect if:
a). any of the events described in Condition 18.1 occurs; or
b). the Consultant has committed a material breach of this Contract which is not capable of remedy; or
c). the Consultant has committed a material breach of this Contract which is capable of remedy but has failed to remedy such breach within thirty days of being required by the Authority in writing to do so; or
d). (where the Consultant is an individual), if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983.
18.3 The Authority shall be entitled to terminate this Contract at any time by giving to the Consultant not less than thirty days' notice to that effect.
Neither party shall be liable to the other for any delay or non performance of its obligations by reason of matters beyond its control including, but not limited to, any act of terrorism, war, riot, civil commotion, compliance with any law or government order, fire, flood or storm, strikes, or any other industrial dispute, delay in transit, power failure, postal delay, or any event that cannot be reasonably be planned for or avoided.
In which case, we will deliver as soon as is reasonably possible.
19.1 Any notice or other communication given under or pursuant to this Contract must be given in writing and must be delivered in person or sent by post. Communications must be sent to the address for communications given in the Purchase Order (which may be altered at any time by the altering Party giving the other Party 15 days notice of a changed address). ). Communications to the Authority must be sent to the address given for the buyer contact in the Purchase Order and not to the address for invoices.
19.2 A notice or communication shall be deemed to have been received 2 working days after posting in the case of first class delivery and 4 working days after posting in the case of second class delivery unless the receiving party proves otherwise.
20.1 Before resorting to litigation, the Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Contract.
20.2 If the Parties are unable to resolve the dispute, either party may, at any time, refer the dispute to mediation by a neutral advisor or mediator (“the Mediator”).
20.3 If the Parties are unable to agree on a Mediator within 7 days of the request by one party to refer the dispute to mediation, they shall apply to the Centre for Dispute Resolution (“CEDR”) to appoint a Mediator.
20.4 The Parties shall seek to agree directions for how the mediation is conducted and, failing agreement, they shall seek directions from the Mediator.
20.5 If the Parties reach agreement on the resolution of their dispute the agreement shall be reduced to writing and shall be binding.
21.1 Unless the Purchase Order specifies otherwise, this Contract shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.
7. Cancellations and Refunds
Retained services are based on a rolling agreement which will automatically renew upon the anniversary of your application. Initial contracts are set at the start and may be for 6 or 12 months. 6 month contracts require one months notice to terminate. 12 month contracts require a 2 month notice period in writing or e mail thereafter.
Any payment arrangements that have been made by Direct Debit will automatically continue, unless you notify your bank/building society that you wish to cancel it.
This notice should be provided directly to us, in writing by letter or e mail to the GLAS Group head office as stated above. No refunds will be provided unless the notice requirements are complied with.
Once renewal of your contract has occurred, it will still be possible to cancel your membership, but we are not obliged to offer a refund, if notice has not been given.
8. Price Information
Fees quoted by a GLAS representative in writing or e-mail, will prevail in relation to contracts, products and services placed verbally.
All prices quoted are exclusive of VAT . Payments for all service types must be as stated on the invoice or in writing at the point of instruction. In general the following terms may apply:
Bespoke programmes and packages will be invoices via the agreement relevant to specific clients.
Our liability to you will not extend to any membership related benefits, goods or services provided by an external provider. We specifically exclude liability for any loss or damage suffered by you as a result of your involvement in whatever manner with an external provider.
Every effort is made to ensure the accuracy of any printed or electronic information, and any other journals; however, neither we nor the authors can accept liability for errors and omissions within the magazines, articles and reports. These Terms and Conditions do not and shall not affect your statutory rights.
10. Information Services
Diligence and care should be taken when using the information provided. All services and materials are subject to copyright law. We use our best endeavours to ensure all information provided by us is as up to date as possible. However, you should not rely on the information provided as the sole basis for making business, legal or other decisions. You should seek appropriate independent advice before making any such decisions.
11. Intellectual Property
As a client of GLAS you may be granted access to certain tools, workshop materials, and other resources which have been created by GLAS. At all times the intellectual property associated with these resources will remain the property of GLAS. Use of these resources within your organisation is encouraged, and part of the reason why we exist. However, you may not copy, re-distribute, pass off as your own, or otherwise use these resources for any reason other than that associated with your relationship with GLAS and/or as authorized by us in writing. This includes the framework and all tools used by. Use of GLAS Group IP must be via a separate licence and / or agreement.
12. Data Protection and use of Personal Data
GLAS is the Data Controller and Data Processor of any personal data you supply. The personal data you supply will be used to process your membership subscription. As a client of GLAS your data will be used for marketing, statistical and analytical purposes and to administer your services. You will receive communications and from time to time we will let you know about promotions, events etc. If you provide us with your e-mail address or SMS number, then we may send information which may be of interest.
If you wish to obtain a copy of your personal data held by us, then please write to the address below. Please note that you may be charged a fee of £10 for this service. You may also be asked to provide proof of your identity and for information that might help to locate the data you are seeking.
If you believe that any of the information we hold concerning you is incorrect or out of date, please provide us with the accurate information at the address below
13. Data protection via the website
We will make every effort to ensure that the information on our website is accurate. However, we cannot guarantee this and accept no liability for any information given via this website.
Even if data encryption is used, the security of information transmitted via the internet cannot be guaranteed. Any losses incurred or sustained by users who transmit information by electronic means shall be borne solely and exclusively by such user and in no event shall any such losses in whole or in part be borne by us.
14. Events and workshops
Members may be invited to events organised by us or our partners, to enable members to gain information and make the best use of networking opportunities.
Cancellations will be charged:
Over 28 days before any chargeable event will be refunded in full
27 days – 14 days before any chargeable event will receive 50% refund
Less than 14 days prior to the event will not be refunded
Some events may have specific terms and conditions which will supersede this. Please check these at the time of booking.
Completing the online booking form is an acceptance of these terms and conditions.
We may change these terms and conditions at any time upon giving you 14 days prior written notice. The most recent edition of these terms and conditions will be binding upon you.
Clients may exit the contract without penalty if they do not accept any proposed variation.
16. Governing Law and Jurisdiction
These terms and conditions are governed by English law. You hereby irrevocably submit to the exclusive jurisdiction of the English courts notwithstanding the jurisdiction where you are based.
If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
17. Third parties
A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
18. Entire Agreement
These terms and conditions override any contrary terms or conditions published by us in relation to any membership subscription between you and us.
19. GLAS Brand
Use of our logo/s by you is not permitted unless you are an official partner of GLAS, and we have granted you express permission in accordance with your agreement. You may not manipulate or alter the logo in any way. If any changes are made by us you will be notified immediately and issued with an updated file to use the new version in future materials and/or electronic data.
20. Queries Comments and Complaints
We will respond to any complaint or query received within three working days. This may be an acknowledgement that we have received a complaint whilst further investigations are carried out.
If you have any queries, comments or complaints about your subscription please contact us:
Telephone: 0121 66 30 70 5 (Mon-Fri 9am-5pm) (excluding public holidays and GLAS Christmas holidays)