Terms & Conditions

Terms of Business

  1. Interpretation
    • Definitions:
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Booking Confirmation Form: as provided by Abel OHR to the Client confirming the Services to be provided and detailing the Charges, Deliverables and Service Start Date.
  • Charges: the charges payable by the Client for the supply of the Services by the Abel OHR, as set out in the Booking Form.
  • Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 9 (General) (inclusive).
  • Contract: the contract between the Client and Abel OHR for the supply of the Services in accordance with the Booking Confirmation Form and these Terms of Business.
  • Client Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Client to Abel OHR.
  • Deliverables: all documents, products and materials developed by Abel OHR or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Deliverables set out in the Contract Details.
  • Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • Services: the services, including without limitation any Deliverables, to be provided by Abel OHR pursuant to the Contract, as described the Booking Confirmation Form.
  • Services Start Date: the day on which Abel OHR is to start provision of the Services, as set out in the Booking Confirmation Form.
  • Abel OHR IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials incorporated in them.
  • Total Charges: means all sums paid by the Client and all sums payable under the Contract in respect of services actually supplied by Abel OHR, whether or not invoiced to the Client.
    • Interpretation:
      • A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
      • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      • A reference to writing or written includes fax and email.
  1. Commencement

2.1.             By using our Booking Confirmation Form you are agreeing to our Terms of Business. The Terms of Business are a legally binding agreement between you and Abel OHR.

  1. Supply of services
    • Abel OHR shall supply the Services to the Client from the Services Start Date in accordance with the Contract.
    • In supplying the Services, Abel OHR shall:
      • perform the Services with reasonable care and skill;
      • perform the Services in accordance with the service description set out in the Booking Confirmation Form;
      • provided that Abel OHR shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.
      • observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client’s premises and have been communicated to Abel OHR, provided that Abel OHR shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
      • take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that Abel OHR may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination of the Contract.
  1. Client’s obligations
    • The Client shall:
      • co-operate with Abel OHR in all matters relating to the Services;
      • provide, for Abel OHR, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as required by Abel OHR;
      • provide, in a timely manner, such information as Abel OHR may require, and ensure that it is accurate and complete in all material respects.
    • If Abel OHR’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Abel OHR shall:
      • not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;
      • be entitled to payment of the Charges despite any such prevention or delay; and
      • be entitled to recover any additional costs, charges or losses Abel OHR sustains or incurs that arise directly or indirectly from such prevention or delay.
  1. Intellectual property
    • Abel OHR and its licensors shall retain ownership of all Abel OHR IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.
    • Abel OHR grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy Abel OHR IPRs for the purpose of receiving and using the Services and the Deliverables in the Client’s business during the term of the Contract.
    • The Client grants Abel OHR a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of the Contract for the purpose of providing the Services to the Client in accordance with the Contract.
    • The Client shall indemnify Abel OHR in full against any sums awarded by a court against Abel OHR arising of or in connection with any claim brought against Abel OHR for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Client Materials by Abel OHR.
  2. Charges and payment
    • In consideration for the provision of the Services, the Client shall pay Abel OHR the Charges in accordance with this clause 6.
    • All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to Abel OHR at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
    • Abel OHR shall submit invoices for the Charges plus VAT if applicable to the Client. The Client shall pay each invoice due and submitted to it by Abel OHR, within 30 days of receipt, to a bank account nominated in writing by Abel OHR.
    • If the Client fails to make any payment due to Abel OHR under the Contract by the due date for payment, then, without limiting Abel OHR’s remedies under clause 9 (Termination):
      • the Client shall pay interest of 10% on the overdue sum at each of 30 days, 60 days and 90 days from the due date until payment of the overdue sum, whether before or after judgment and Interest under this clause 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%.
    • All amounts due under the Contract from the Client to Abel OHR shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  3. Limitation of liability
    • Abel OHR has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5 million per claim. The limits and exclusions in this clause reflect the insurance cover Abel OHR has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
    • The restrictions on liability in this clause 7.2 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
    • Nothing in the agreement shall limit Abel OHR’s liability under clause 7.5 of the Contract.
    • Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • Subject to clause 7.4 and clause 7.5, Abel OHR’s total liability to the Client shall not exceed the Total Charges.
    • This clause 7.7 sets out specific heads of excluded loss and exceptions from them:
      • Subject to clause 7.5, the types of loss listed in clause 7.7(a) are wholly excluded by the parties. The following types of loss are wholly excluded:
        • loss of profits;
        • loss of sales or business;
        • loss of agreements or contracts;
        • loss of anticipated savings;
        • loss of use or corruption of software, data or information;
        • loss of or damage to goodwill; and
        • indirect or consequential loss.
  1. Cancellation, rescheduling, changes to appointments

8.1              Requests to cancel or alter appointments must be provided in writing by email to [email protected] Abel OHR reserves the right to accept any cancellation or alteration at its sole discretion.  Cancellations within 24 hours or no shows will be subject to 100% of Charges.

  1. Termination

9.1              Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

  • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;
  • 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), being wound up (whether voluntarily or by order 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;
  • 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
  • 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.
  • Without affecting any other right or remedy available to it, Abel OHR 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; or
    • there is a change of control of the Client.
  • On termination of the Contract for whatever reason:
    • the Client shall immediately pay to Abel OHR all of Abel OHR’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Abel OHR may submit an invoice, which shall be payable immediately on receipt;
    • any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
    • termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
  1. General
    • 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.
    • Entire agreement.
      • 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.
      • 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.
    • No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
      • 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.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 9.5 shall not affect the validity and enforceability of the rest of the Contract.
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
        • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
        • sent by email to [email protected]
      • Any notice or communication shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt;
        • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service; and
        • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.6(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • This clause 9.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    • 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.
      • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    • Dispute Resolution & Jurisdiction

Any dispute relating to this agreement which cannot be resolved by negotiation between the parties within 30 days of either party having given notice to the other party that a dispute has arisen shall be submitted to mediation pursuant to the Mediation Rules of Nineteen Mediate Limited and failing settlement of that dispute within 30 days thereafter, the dispute shall be submitted by any party for final resolution by the courts of England and Wales which courts shall thereafter have exclusive jurisdiction.