1. FEES

1.1 PDS Consulting (hereinafter called PDS) staff are charged to the Client at the fee rate or pricing basis shown in accordance with the Contract Schedule.

1.2 The fee rates specified do not include Value Added Tax. However, VAT will be charged on every invoice at the current applicable rate.

1.3 No fees will be charged for days which are not spent by PDS on performing the Consultancy Services due to Statutory and annual holidays, sickness or temporary absence for any other reason.

1.4 Any PDS written quotation is guaranteed for 30 days from the letterhead date. Thereafter which PDS reserves the right to revise their fees.

2. PAYMENT TERMS

2.1 Payment Terms are specified in each individual contract. Placement of an order demonstrates that these terms are accepted by the client.

2.2 NON COMPLIANCE
Non compliance with these terms by the client have the effect of evoking the cancellation clause and give PDS the right to cease work on the contract forthwith. In which case, the costs incurred by PDS arising from such withdrawal and subsequent resumption of work shall be added to the original price.

2.3 FAILURE TO PAY
If the client fails to pay in accordance with 2.2 then they shall be liable to be charged on such overdue amounts at the rate of 10% per annum over the Base Rate of Barclays Bank PLC from time to time in force.

2.4 WITHDRAWAL OF SERVICES
If the Client fails to pay in accordance with 2.2 PDS may, without prejudice to any other remedy, after giving the Client seven days notice of its intention so to do, withdraw the provision of the Consultancy Services or any part thereof until the payment be made; in which case the costs incurred by PDS arising from such withdrawal and subsequent resumption of work, shall be added to the original price.

2.5 CANCELLATION OR AMENDMENT
If the Client should cancel or change any date of all or part of a contract or training programming, once the date (s) have been agreed then it will be liable to be charged at the following rates:-
14 days or more notice.
No Charge. (Any expenses incurred which cannot be recovered will be charged).
7 days or more notice.
50% of the training/consultancy fees plus any expenses incurred which cannot be recovered.
Less than 7 days notice.
Full fees will be due plus any expenses incurred which cannot be recovered.

3. PDS STAFF CONDITIONS RELATING TO CONSULTANCY WORK

3.1 WORKING HOURS
The normal working day of PDS staff is seven and a half hours, Monday to Friday excluding holidays.

3.2 HOLIDAYS
Holidays taken by PDS staff are those normally available to such personnel. Authorisation for taking such holidays shall not be required from the Client but PDS will consult with the Client to co-ordinate holidays where appropriate with project requirements.

3.3 OBSERVANCE OF REGULATIONS
Each contracting party agrees that when its staff are employed on the premises of the other party they shall comply with such rules and regulations as are notified to them for the conduct of staff on those premises.

3.4 CLIENT'S STAFF
The Client undertakes that where participation by its own staff is necessary in the performance of the Consultancy Services such staff shall possess the appropriate skills and experience for the tasks assigned to them, and shall be available at such times as are agreed by the parties. Further, such staff shall so far as possible be fully acquainted by the Client with PDS Terms of Reference in relation to this Contract.

3.5 OFFICE FACILITIES
The Client undertakes to provide PDS staff with such office accommodation and facilities as may be necessary to enable PDS to fulfil its obligations under the Contract.

3.6 EMPLOYMENT OFFERS
a) Each party agrees that during a period from the commencement date of the Contract to twelve months after its completion, or termination, it shall not employ or engage on any other basis or offer such employment or engagement to any of the other party's staff who have been associated with the provision of the Consultancy Services without the other party's prior agreement in writing.
b) Each party agrees that if it employs or engages any person contrary to the provisions of sub-clause 3.6(a) above the party in default shall be liable to pay to the other party liquidated damages in an amount equal to the charge for one hundred days work by that person at his current daily fee rate for PDS staff and pro rata salary cost for client staff.

3.7 DIRECTION AND CONTROL
The PDS staff engaged in the performance on the Consultancy Services shall at all times remain under the direction and control of PDS.

4. INFORMATION

4.1 The Client undertakes to provide PDS promptly with all information concerning its operations and activities which may be required by PDS for the performance of its obligations under the Contract and PDS shall have the right of access to the Client's staff and premises at all reasonable times on prior notice being given.

5. STANDARDS AND SERVICE PROVIDED

5.1 PDS Standards relating to quality control and documentation shall apply in the provision of the Consultancy Services unless stated differently within the Quality Plan.

6. COPYRIGHT AND LICENCE

6.1 Each party undertakes not to print, publicise or disclose to any third party any confidential information relating to the other party or its operations without the prior consent of the other party. PDS agrees to be similarly bound in respect of its involvement with the provision of the Contracted Consultancy Services. However PDS may seek, and the Client shall not unreasonably withhold, permission to publicise PDS involvement. The Client undertakes not to publicise the provision of the Consultancy Services without written consent of PDS if PDS is identified in the material. This clause shall not apply to information that is or becomes public knowledge otherwise than through the default of the party concerned, or is already in the possession of the party concerned, or is legally acquired by such party from a third party.

7. CONFIDENTIALITY

7.1 PDS staff or any persons employed by them shall not either during their appointment or at any reasonable time after its termination:

7.1.1 Disclose to any person or persons (except to those authorised by the company to know).

7.1.2 Use for their own purposes or for any purposes other than those of the company.

7.1.3 Through any failure to exercise all due care and diligence cause any unauthorised disclosure of: any private, confidential or secret information of the company or which they have obtained by virtue of their appointment or in respect of which the company is bound by an obligation of confidence to a third party. These restrictions shall cease o apply to information or knowledge which may otherwise than through the default of the Consultant become available to the public generally.

8. TERMINATION

Either party may terminate the Contract forthwith by written notice to the other party if:
a) The other party shall commit a substantial breach of any of its obligations under the Contract and shall not have remedied such breach within four weeks of receiving written notice from the first named party of the breach; or
b) The other party shall become bankrupt or enter into liquidation or have a receiver appointed of its assets or any part thereof provided always that such termination shall not prejudice or affect any right or action or remedy which shall have accrued or shall thereafter accrue to either party.

9. LIABILITY FOR LOSS AND DAMAGE

9.1 Under no circumstances whatsoever shall PDS be liable under the Law Of Contract, Tort or otherwise for any costs, loss of profits, damage orany indirect or consequential loss or damage arising from decisions taken on the basis of PDS advice.

10. ARBITRATION

10.1 Any dispute over the scope or interpretation of this agreement will be referred to arbitration in accordance with the provisions for the Arbitration Act 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, such arbitrator to be approved and appointed by the Law Society.

11. FORCE MAJEURE

11.1 Neither party shall be liable for any delay in meeting or for failure to meet its obligations under the Contract due to any cause outside its reasonable control including (without limitation) Acts of God, war, riot, malicious acts of damage, fire, sickness, acts of any government authority, failure of the public electricity supply, failure or delay on their part of any sub-contractors beyond its reasonable control or the lack of availability of materials.

Further PDS shall not be liable for any such delay or failure resulting from a request by the Client for any change to be made to the Services provided.

11.2 If PDS is prevented from meeting its obligations due to any of the aforesaid causes it shall notify the Client of the circumstances and the Client shall grant a reasonable extension for the performance of the Contract together with the reimbursement of such costs as PDS may incur as the result of such extension.

12. NOTICES AND OTHER COMMUNICATIONS

12.1 Any notice, which expression includes any other communication whatsoever which is made in accordance with the Contract shall reference the Contract Number shown at the head of the Contract and shall, without prejudice to any other method of giving it, be sufficiently given if it is sent by registered or recorded delivery first class post to the other party to such address as shall have been advised in writing.

a) Notices to PDS
For the attention of: Mr Peter C. Kiddell
PDS Consulting
Innovation Way
Barnsley
S75 1JL

b) Notices to the Client
For the attention of: Head Office address of the client, or to any such other address as the respective party may advise by notice in writing from time to time.

12.2 Every notice shall be deemed to have been received and given at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent.

The Contract Reference Number can be found in the top left hand corner, on the first page of the Quotation or Estimate.

FEE STRUCTURE

PAD PRINTING COURSE

SCREEN PRINTING COURSE

STENCIL MAKING COURSE