TERMS AND CONDITIONS FOR THE SUPPLY OF CONSULTING SERVICES
Background

    A.  The Consultant provides veterinary consulting services in the field of camelid health.

    B.  The Client wishes to obtain the services of the Consultant on the terms of the Consultancy Agreement and these Conditions.

  1. Interpretation

    The following definitions and rules of interpretation apply in these Conditions.

    Definitions:
      Conditions:
      These terms and conditions as amended from time to time in accordance with clause 13.3.

      Contract:
      The contract between the Consultant and the Client for the supply of Services in accordance with these Conditions and the Consultancy Agreement.

      Client:
      The person or business who purchases Services from the Consultant.

      Consultant:
      TheHumanVet Limited a company registered in England and Wales with company number 12916911 whose registered office is at Ferry Farm Harewood, Harewood, Calstock, Cornwall, United Kingdom, PL18 9SQ.

      Consultancy Agreement:
      The written consultancy agreement between the Consultant and the Client for the provision of Services.

      Services:
      The services supplied by the Consultant to the Client.

  2. Basis of contract

    1. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

    2. These Conditions shall apply to each consultancy agreement which the parties enter into.

  3. Supply of Services

    1. The Consultant shall supply the Services to the Client in accordance with the Consultancy Agreement.

    2. The Consultant shall use all reasonable endeavours to meet any performance dates specified in the Consultancy Agreement, provided that such dates are reasonable and the Consultant is provided with sufficient notice to perform the Services.

    3. The Consultant agrees to reply to contact from the Client within 3 working days of receipt.

    4. Notice of annual leave of the Consultant will be provided to the Client. It is at the discretion of the Consultant as to whether correspondence with the Client occurs during this period.

  4. Client's obligations

      The Client shall:
      (a) co-operate with the Consultant in all matters relating to the Services; and

      (b) provide the Consultant with such information and materials as the Consultant may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects.

  5. Charges and payment

    1. The Charges for the Services shall be calculated as set out in the Consultancy Agreement.

    2. The Consultant shall invoice the Client for the Services at the rate of £140.00 per hour.

    3. The minimum charge for provision of the Services is a sum equivalent to one hour's charges. Thereafter, the Services will be charged in 30-minute (£70.00) segments and invoiced by the Consultant each time when the value of the Services supplied by the Consultant reaches £1000.00.

    4. The Consultant will send a final invoice to the Client when the Services are complete.

    5. For Services extending over several weeks, a time-log will be sent from the Consultant to update the Client on the accrued time and current outstanding payment.

    6. The Client shall pay each invoice submitted by the Consultant in pounds sterling:
        (a) within 30 days of the date of the invoice, unless otherwise agreed in writing; and

        (b) in full and in cleared funds to a bank account nominated in writing by the Consultant, and

        time for payment shall be of the essence of the Contract.

    7. All amounts payable by the Client under the Contract are exclusive of amounts in respect of Value Added Tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Consultant to the Client, the Client shall, on receipt of a valid VAT invoice from the Consultant, pay to the Consultant such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

    8. If the Client fails to make a payment due to the Consultant under the Contract by the due date, then, without limiting the Consultant's remedies under clause 11, it reserves the right to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

    9. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

  6. Confidentiality

    1. "Confidential Information" refers to any data, information or images relating to the Client.

    2. All Confidential Information will be handled in accordance with the Code of Professional Conduct for Veterinary Surgeons:
      https://www.rcvs.org.uk/setting-standards/advice-and-guidance/code-of-professional-conduct-for-veterinary-surgeons

    3. Consent will be obtained from the Client by the Consultant for the use of any Confidential Information.

  7. Limitation of liability: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

    1. References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
        (a) death or personal injury to humans caused by negligence; and

        (b) fraud or fraudulent misrepresentation.

    3. Subject to clause 7.2 (Liabilities which cannot legally be limited), the Consultant's total liability to the Client for all loss or damage shall not exceed the total sum payable to the Consultant as set out in the Consultancy Agreement.

    4. This clause 7 shall survive termination of the Contract.

  8. Visits and Equipment

    1. Where a visit by the Consultant to animals at the Client's premises (a Visit) is deemed necessary by the Client or Consultant, the Client shall first supply proof of consent from the Registered Veterinary Practice relating to the animals (RVP) before the Consultant shall undertake the Visit.

    2. The Consultant recommends that where a Visit takes place then a vet from the RVP shall also attend. The costs of such attendance shall be borne by the Client.

    3. Following a Visit, a summary report will be sent to the Client. This will also be sent to the Registered Practice. This will be charged to the Client at the hourly rate calculated in 30-minute segments.

    4. Visits within England will be charged at the Consultant's hourly rate (in 30-minute segments) to and from the Consultant's registered address (PL18 9SQ) to the Client's premises. Fuel will be charged at 45 pence per mile (as per the AA route planner). Additional travel expenses will also be charged to the Client.

    5. Charges for Visits outside of England will be arranged between the Consultant and the Client. This will include time, travel and accommodation expenses.
    6. The Consultant will provide, at its own Consultants expense, any materials required to deliver the Consultancy Service subject to clause 8.7.

    7. Where a Visit is required, any necessary additional clinical material will be charged to the Client with prior agreement.

    8. Where the RVP attends a Visit, it should supply its own equipment and carry out clinical procedures where appropriate. The Consultant agrees to provide support, where necessary, in these scenarios.

  9. Diagnostics

    1. In order to provide a thorough and complete Service, invasive testing of an animal(s) to establish health status or identify cause of disease (Diagnostics) may be required.

    2. The Consultant agrees to review and interpret any former Diagnostics at its hourly rate (in 30-minute segments).

    3. The Consultant may advise further Diagnostics. These should be obtained by the Client's RVP (at the Client's expense) and the results sent to the Consultant for interpretation and discussion.

    4. Where the Registered Practice cannot submit the samples for Diagnostic testing to an appropriate laboratory, the Consultant can provide submission forms and packaging to their registered laboratory.

    5. The Consultant's charge for Diagnostics is for the registered laboratory fees plus postage and packaging. Interpretation will be charged at the hourly rate (in 30-minute segments).

    6. Subject to clause 6.3, any results obtained will be provided to the RVP.

  10. Insurance

    1. The Consultant is, and will remain, a member of the Veterinary Defense Society (VDS).

    2. The VDS supply the Consultant with insurance for the Services provided under the Contract.

  11. Termination

    1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party ten days' written notice.

    2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
        (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within a reasonable period of that party being notified in writing to do so;

        (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by Consultancy Agreement of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

        (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

        (d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

    3. Without affecting any other right or remedy available to it, the Consultant may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.

  12. Consequences of termination

    1. On termination of the Contract the Client shall immediately pay to the Consultant all of the Consultant's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Consultant shall submit an invoice, which shall be payable by the Client immediately on receipt.

    2. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

    3. On termination of the Contract, the Consultant undertakes to handle the Client's materials and information in accordance with the wishes of the Client.

  13. General

    1. Force majeure.
      Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

    2. Entire agreement.
        (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

        (b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

        (c) Nothing in this clause shall limit or exclude any liability for fraud.

    3. Variation.
      Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    4. Waiver.
      A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

    5. Third party rights.
      Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

    6. Governing law.
      The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

    7. Jurisdiction.
      Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.