These are the standard terms of business for the provision of Consultancy Services by ENOVADO
ENOVADO reserves the right to change these terms of business at any time without prior notice to you, so please check them regularly. In the event of any conflict between these terms of business (as displayed on our website) and those in our proposals or contracts, these terms of business (as displayed on our website) shall prevail.
“Business Day” means a day on which banks are open for general banking business in the City of Madrid;
“Client” means the organization contracting with ENOVADO for the provision of consultancy services as identified in the Terms of Engagement;
“Contract” means the contract formed by the acceptance and return by the Client of the Terms of Engagement, and such contract shall be governed by these ENOVADO Terms and the Terms of Engagement;
“Deliverables” means those items identified as such in the Terms of Engagement (if any) to be provided by ENOVADO to the Client in the course of delivering the Services;
“ENOVADO Terms” means these standard terms of business;
“Services” means the work to be undertaken by ENOVADO for the Client as described in the Terms of Engagement;
“Terms of Engagement” means the statement provided to the Client by ENOVADO, incorporating these ENOVADO Terms, which outlines the nature of the Services, the deliverables to be provided, the fees payable and the timeframe for completion of the Services;
“Working Days” means Monday to Friday excluding bank or public holidays.
2.1 ENOVADO will provide the Services to the Client on, and subject to, the ENOVADO Terms and the Terms of Engagement. ENOVADO will not start providing the Services until ENOVADO has received written acceptance of the Terms of Engagement by an authorized representative of the Client. By accepting the Terms of Engagement, the Client also agrees to be bound by these ENOVADO Terms to the exclusion of all other terms and conditions. The Terms of Engagement, once signed and returned by the Client, shall, together with these ENOVADO Terms, form the contract between ENOVADO and the Client.
2.2 In accepting the Terms of Engagement, the Client authorizes ENOVADO to proceed with all relevant preparations for providing the Services, including but not limited to purchase of materials and booking venues (if required).
2.3 ENOVADO shall provide the Services using reasonable skill and care.
2.4 In providing the Services, ENOVADO shall use its reasonable endeavors to give sound advice based on the information available, but the Client will remain wholly responsible for determining matters of policy or action related to that advice.
2.5 The Client acknowledges and agrees that, in order for its personnel to derive benefits from the Services, such personnel will be required to make such commitment as is appropriate to the Services being provided.
3.Terms of Engagement and fees
3.1 The fees set out in the Terms of Engagement are based on ENOVADO’s understanding of the Client’s requirements as set out in the Terms of Engagement. ENOVADO reserves the right to make additional charges for:
3.1.1 staff time spent in excess of those estimated in the Terms of Engagement as a result of any delays caused in delivery of the Services due to any act or omission of the Client;
3.1.2 staff time spent travelling to the venue in excess of two hours in either direction;
3.1.3 staff time for planning or other meetings requested by the Client in addition to those allowed for in the Terms of Engagement;
3.1.4 any services or materials requested in writing by the Client that ENOVADO agrees in writing to provide and that are additional to those allowed for in the Terms of Engagement, which shall then become part of the Services.
3.2 ENOVADO may also charge the Client for reasonable expenses incurred by ENOVADO in the provision of the Services including, where necessary:
3.2.1 travel, accommodation and subsistence;
3.2.2 all bought-in goods, services and sub-contracted items referred to in the Terms of Engagement as being necessary and charged for separately from the fees quoted in the Terms of Engagement.
3.3 Value Added Tax, where applicable, will be payable by the Client on all fees and expenses at the rate in force at the date of invoicing. All prices are quoted exclusive of Value Added Tax. Services within the European Union (EU) between VAT-registered businesses are not subject to VAT.
3.4 ENOVADO will issue invoices in accordance with the terms stated in the Terms of Engagement. Depending on the nature of the work, ENOVADO may issue invoices at the end of each discrete piece of work or at the end of each month. If the Client delays planned progress on provision of the Services, ENOVADO reserves the right to submit interim invoices. ENOVADO will also submit invoices in respect of any additional work carried out as referred to in Clause 3.1.
3.5 All invoices will be paid by the Client within 20 days of date of invoice. ENOVADO reserves the right to charge interest for late payment of 2 per cent over the then current Banco Santander, Madrid base rate.
3.6 Where a refund is due to a Client and such is caused at the fault of the Client, ENOVADO reserves the right to deduct any administrative bank/ credit card charges from such refund. Where the refund is necessitated at the fault of ENOVADO, no such deductions shall be made.
Cancellation and postponement
4.1 Unless otherwise specified in the Terms of Engagement, ENOVADO reserves the right to charge for events (including but not limited to courses, workshops, presentations or seminars) cancelled or postponed by the Client. Such charges will be in accordance with the following schedule (percentages refer to percent of fees relating to the relevant event) to be paid as a cancellation or postponement charge:
4.1.1 30 or fewer working days before event due to start: 25%
4.1.2 10 or fewer working days before event due to start: 50%
4.1.3 5 or fewer working days before event due to start: 100%
4.2 In addition, the Client will bear the full cost of any fees or expenses incurred by ENOVADO for cancellation of venues and, except in cases where the Client has paid a 100% cancellation or postponement charge, for non-returnable goods and services bought or contracted for the event or events.
4.3 Where an event is postponed, the Client will be liable for the full fee for that event quoted in the Terms of Engagement when eventually held, in addition to the postponement charge set out in clause 4.1.
5.1 Other than in respect of information that the Client has supplied to ENOVADO, ENOVADO shall, as between ENOVADO and the Client, own all copyright and any other intellectual property rights throughout the world subsisting in the contents of the Terms of Engagement and in all work produced by ENOVADO in the course of provision of the Services in whatever form or media (including, without limitation, the Deliverables) (“Work”) unless otherwise indicated in the Terms of Engagement as “Client Materials”.
5.2 If the Client requires ENOVADO to incorporate any material into the Work and supplies ENOVADO with such material, the Client warrants that:
5.2.1 the proposed use or incorporation of such material will not infringe any third party’s intellectual property rights;
5.2.2 where the Client is not the owner of all copyright or other intellectual property rights in such material, the Client has received all necessary consents and licenses for the proposed use by ENOVADO of such material; and the Client will indemnify and keep ENOVADO fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach of the warranty in this clause.
5.3 Subject to Clause 5.4, the Client agrees that it shall not copy or amend the Work or do or authorize any other act that may infringe or devalue ENOVADO copyright or other intellectual property rights.
5.4 The Client may, subject to the last sentence of this clause, make a reasonable amount of copies of the Work (or part of the Work) for distribution to its own personnel and strictly for internal business purposes only. The Client shall ensure that each such copy of the Work (or part thereof) shall bear a statement acknowledging its source. The Client shall have no right to make any copies of any Deliverables on which ENOVADO does not own the copyright.
6.1 ENOVADO shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services.
6.2 If the Client nominates sub-contractors to work with ENOVADO in the provision of the Services, the Client shall be responsible for such nominated sub-contractors. ENOVADO reserves the right to withdraw co-operation from any nominated sub-contractors if the performance or actions of such persons or organizations prevents ENOVADO fulfilling its obligations under the Terms of Engagement and these ENOVADO Terms.
7.1 The Client will ensure that its staff, contractors and other suppliers co-operate fully with ENOVADO and cause no delay.
7.2 Whilst ENOVADO’ employees or sub-contractors are working on the Client’s premises, the Client will ensure the health and safety of those people. The Client will indemnify ENOVADO and keep ENOVADO indemnified against all losses, damages and expenses incurred or suffered by ENOVADO in connection with any and all claims made in respect of any injury, death or loss suffered by those employees or sub-contractors as a result of working at the Client’s premises.
7.3 Clients will not, either during the provision of the Services or thereafter for a period of one year, directly or indirectly, offer employment or assignments to any of ENOVADO’s employees or sub-contractors or solicit or procure their employment by any other company, organization or individual with which the Client is connected.
Confidentiality and data protection
8.1 Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services and that is clearly designated as ‘confidential’ or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.
8.2 The provisions of this clause 8 shall not apply to any information disclosed by a party (“Disclosing Party”) that:
8.2.1 is in, or comes into, the public domain (except as a result of a breach of these ENOVADO Terms);
8.2.2 was already in the possession of the Disclosing Party at the time of its receipt from the other party;
8.2.3 is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it;
8.2.4 is required by law to be disclosed by the Disclosing Party.
8.3 The Terms of Engagement shall be treated as confidential information for the purposes of this clause 8.
8.4 Publicity clause: The client agrees that, following completion of the Services, ENOVADO is permitted to use the name of your organization, its corporate logo and the specific services performed as a reference within and outside ENOVADO. The client agrees to release ENOVADO from the duty of confidentiality in this respect.
Term and termination
9.1 The Contract will commence on the date that ENOVADO receives the signed Terms of Engagement from the Client and shall continue in full force and effect until the Services have been completed, subject to earlier termination pursuant to Clauses 9.2 and 9.3.
9.2 Either party may terminate provision of the Services immediately by notice in writing to the breaching party if the breaching party:
9.2.1 is in irremediable breach of its obligations or, in the case of a remediable breach, such breach has not been remedied within 14 days of receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy; or
9.2.2 enters into voluntary or compulsory liquidation, or compounds with or convenes a meeting of its creditors, or has a receiver or manager or an administrator appointed over any part of its assets, or ceases for any reason to carry on business, or takes or suffers any analogous action which in the opinion of ENOVADO means that the Client may not be able to pay its debts.
9.3 ENOVADO may terminate provision of the Services at any time if:
9.3.1 it has given the Client one month notice in writing; or
9.3.2 the Client attempts substantially to alter the scope or definition of the Services without ENOVADO ‘s prior written agreement.
9.4 On termination, ENOVADO will be entitled to be paid all fees and expenses incurred or accrued and payable by the Client as at the date of termination or cancellation of the Services. In the case of termination by ENOVADO pursuant to Clause 9.2, the Client will be deemed to have cancelled the Services and will be liable to pay a cancellation charge as specified in Clause 4.1, if applicable.
9.5 On termination, each party shall immediately return to the other party all property of the other party in its custody, possession or control.
9.6 Clauses 1, 4, 5, 7.3, 8, 9, 10, and 14 shall survive expiry or termination of this Agreement howsoever caused and shall remain thereafter in full force and effect after termination.
Warranty and liability
10.1 In the event of damage to tangible physical property, where it is established that such damage to property has arisen as a direct result of the negligence of ENOVADO management, employees or sub-contractors while providing the Services, ENOVADO liability shall be limited to a maximum of €100,000 per claim or series of related claims.
10.2 Subject to Clauses 10.1 and 10.3, ENOVADO ‘s liability arising under or as a result of the provision of the Services whether in contract, tort, breach of statutory duty or otherwise is limited to the fees actually paid by the Client to ENOVADO for such Services.
10.3 ENOVADO will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, nor for lost or wasted management time or employee time of the Client.
10.4 Any condition, representation or warranty that might otherwise be implied or incorporated within these Terms by reason of statute or common law or otherwise is hereby expressly excluded.
ENOVADO has no liability to the Client if ENOVADO is unable to provide all or a part of the Services in accordance with the Terms of Engagement or otherwise as a result of circumstances beyond ENOVADO’s reasonable control, including without limitation, war, strike, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, blockade, accident, natural catastrophe, disaster.
No delay, neglect or forbearance by either party in enforcing any provision of the Terms of Engagement or these ENOVADO Terms shall be deemed to be a waiver or in any way prejudice any rights of that party.
Rights of third parties
Nothing in these ENOVADO Terms or the Terms of Engagement confers or purports to confer on any third party any right to enforce any of the Terms of Engagement or these ENOVADO Terms.
Governing law and jurisdiction
These Terms and the Terms of Engagement are governed by and construed in accordance with the laws of Germany, and are subject to the exclusive jurisdiction of the Spanish courts.
15.1 These ENOVADO Terms together with the Terms of Engagement constitute the entire agreement between ENOVADO and the Client in relation to the Services, and supersede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Contract, other than those expressly set out in the Contract. No amendment or other variation to these ENOVADO Terms by the Client will be effective unless it is in writing, is dated and is signed by a duly authorized representative of ENOVADO and the Client.
15.2 If there is any conflict between these ENOVADO Terms and the Terms of Engagement, these ENOVADO Terms will prevail.