Terms & Conditions

 
7. TERMINATION
 
7.1 Without prejudice to their other rights, a party may terminate the contract if (i) the other party commits a material irremediable breach or fails to remedy a material and remediable breach within 21 days of receipt of written notice to do so; (ii) the other party has an administrator or administrative receiver appointed over all or any of its assets or goes into insolvent liquidation; or (iii) an event within the scope of condition 9.2 prevents or delays Acorus from carrying out the Services for 60 consecutive days or more.
7.2 Payment for all Services carried out up to and including the date of termination shall be due on termination by the client pursuant to condition 6.1.
7.3 Payment due on termination by Acorus pursuant to condition 6.1 shall include: (i) payment for all Services carried out up to and including the date of termination; and (ii) reimbursement to Acorus of the cost of any commitments entered into by Acorus on the assumption that it would supply all the Services.
 
8. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

8.1 Subject to the following and to clause 2.3 Acorus will treat as confidential all trade secrets and confidential information received from the Client relating to the Services concerning the Client or its business. Acorus will not disclose such information to a third party without the prior written consent of the Client. Acorus may use information obtained while providing the Services for the compilation of statistics.
8.2 All information and advice provided by Acorus to the Client is for the sole use of the Client and shall not be disclosed or made available by the Client to any third party without the prior written consent of Acorus.
8.3 Neither party shall be prevented from disclosing information which: (i) is or becomes public knowledge; (ii) is or becomes known from other sources without restriction on disclosure; (iii) is required to be disclosed by law; or (iv) the recipient party can prove is or has been independently developed by the recipient.
8.4 The Client will neither display nor use either the name “Acorus” or the Acorus logo nor will the Client disclose to any third party Acorus’ involvement in the Services without the prior written consent of Acorus, unless legally required to do so.
8.5 All copyright in working papers, reports and other materials produced by Acorus shall vest in Acorus, but the Client may circulate copies of such within its own organisation. Copyright to use plans and reports will cease should fees become overdue, i.e. non-payment within 21 days of invoice date. Acorus reserves the right to inform recipients of any Acorus reports/plans that the copyright to use no longer exists.
 
9. ACORUS STAFF
 
9.1 The Client shall not during the provision of the Services or within 6 months after the completion of the such without Acorus’ prior written consent offer employment to any member of Acorus staff (of the level of consultant or higher) who has carried out work in connection with the Services or engage any such person either directly or indirectly to provide services to the Client.
9.2 If the Client is in breach of condition 8.1 the Client agrees to pay to Acorus, on demand, a sum equal to 30% of the total annual remuneration package paid by Acorus to the member of its staff concerned prior to his/her departure. The Client acknowledges that this sum represents a genuine and fair assessment of the likely loss to Acorus.
 
10. MISCELLANEOUS
 
10.1 If two or more parties engage Acorus to supply Services in respect of a particular contract then such parties shall be jointly and severally liable for payment for the Services.
10.2 Acorus will not be liable for any failure or delay in carrying out the Services due to any circumstances beyond its reasonable control.
10.3 Any notice by either party shall be deemed to have been properly given if delivered by hand, or sent by first class recorded delivery post to the other party at its address notified in writing, and shall be deemed to have been delivered two working days after the date of posting.
10.4 Any condition found to be invalid or unenforceable shall be severed, and the remaining conditions shall continue to be valid and enforceable as if the contract had been agreed without the invalid or unenforceable condition.
10.5 The contract to which these terms and conditions apply shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
10.6 Conditions 7 and 8 shall remain enforceable irrespective of termination of the contract or completion of the Services for whatever reason. Termination or completion shall not prejudice the accrued rights or liabilities of either party.
10.7 A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any condition of this Contract. This does not affect any right of a third party which exists other than pursuant to that Act.
10.8 Acorus operates a Complaints Handling Procedure; details can be viewed on the website (www.acorus.co.uk) or a hardcopy can be obtained from our head office at The Old Market Office, 10 Risbygate Street, Bury St Edmunds, Suffolk, IP33 3AA, Tel: 01284 753271.
 
August 2020