Application and entire agreement

• These Terms and Conditions govern the provision of the services outlined in our quotation (Services) by Acumen International Business Consultancy Ltd, a company registered in England and Wales under company number 10396906 with its registered office at 100 Ock Street, Abingdon, England, OX14 5DH (we or us or Service Provider, Safari Star) to the individual purchasing the services (you or Customer).
• You are considered to have agreed on these Terms and Conditions once you accepted our quotation or from the date of any performance of the Services (whichever occurs first). These Terms and Conditions and our quote (the Contract) form a legal agreement, so please review it carefully.
• You agree that you bear all the risk when deciding to purchase this service and have not relied on our statements, promises, or representations. These Conditions govern the Contract to the exclusion of any additional terms you seek to impose, incorporate, or implied by trade, custom, practice, or course of dealing.

Interpretation

• A “business day” represents any day except a Saturday, Sunday, or bank holiday in England and Wales.
• These Terms and Conditions headings are supplied solely for your convenience and do not affect their interpretation.
• Words that convey a single number must include plural numbers and vice versa.

Services

• We guarantee that we will provide the Services with appropriate consideration and skill following the quote and applicable specifications in all material aspects. We reserve the right to revise the Services required to comply with any relevant legislation or safety requirement, and we will notify you if this is the matter.
• We will exert earnest efforts to complete the performance of the Services within the period agreed upon or as specified in the quotation. Time shall not be of the essence in implementing and meeting our obligations.
• Unless otherwise stated, all of these Terms and Conditions provisions apply to the delivery of both products and Services.

Your obligations

• You must acquire approvals, consents, licenses, or other authorizations necessary for us to deliver the Services. You must also provide us access to any pertinent information, materials, properties, and other items needed to perform the Services.
• We may only cancel the Services if you comply with condition 10. If you fail to comply with the conditions of this section
• If you fail to comply with the conditions of this section, we are not responsible for any delays or failures in providing the Services that result (Your obligations).

Fees

• The prices (Fees) for the Services are outlined in the quotation and are based on an hourly rate plus supplies.
• We reserve the right to collect from you, in addition to the Fees, the following amounts: a) the cost of services provided by third parties and required by us for the performance of the Services; b) the cost of any materials required for the provision of the Services; and c) any reasonable incidental expenses, including, without limitation, travel expenses, hotel costs, subsistence, and any expenses associated in addition to that.
• Any extra services we offer that are not included in the quote will be charged at our regular hourly rate at the time of implementation or as agreed upon by both parties. Additionally, the terms of Clause 14 shall apply to these supplementary services.
• VAT and other taxes or levies imposed or assessed by competent authorities are not included in the Fees.

Cancellation and amendment

• If you have yet to accept our quote within seven days of its date, or if the Services have not begun, we have the right to withdraw, cancel, or change the quotation (unless it has been withdrawn).
• Before your acceptance (or rejection) of the quotation, you or we may cancel the order for any reason.
• Any changes you’d want to make to the Services must be communicated to us in writing as soon as practicable. We will make every step to accommodate your special requests, and any extra expenses associated with doing so will be reflected in the Fees we bill you for.
• Whenever we are forced to make any changes to the Services or how they are offered due to events outside of our control, such as those described in the section below under “Circumstances beyond a party’s control,” you will be notified as soon as possible. Any necessary adjustments will be kept to a minimum to the best of our ability.

Payment

• We will send you an invoice:
  • Once we’ve completed the services agreed upon
  • On the dates set out in the quotation
• Within 7 days of the date of our invoice, or following the credit terms agreed between us, you must pay the Fees due.
• All payments are due on or before the scheduled date specified in the Contract.
• Suppose you fail to make payment within the time mentioned above the frame. In that case, we reserve the right to pursue any additional remedies available to us, including the collection of interest at a rate of 6% per year (over the base lending rate of the Bank of England) from time to time until full payment is received.
• All payments due under these Terms and Conditions must be paid in whole, without any deductions or withholdings, except as required by law. Neither of us may allege a credit, set-off, or counterclaim against the other to withhold payment of any such sum in whole or part.
• If payment is acquired after the due date, we have the right to discontinue further performance of the Services and cancel any future services you have ordered or otherwise arranged for.
• We will only send payment receipts upon your request.
• Unless otherwise agreed upon in writing, all payments must be paid in British pounds sterling.

Subcontracting and Assignment

• We may assign, transfer, charge, sublet, or otherwise dispose of all or a part of our rights or responsibilities under these Terms and Conditions. Moreover, we may subcontract or assign any or all of our duties to any third party.
• Without our prior written agreement, you may not allocate, transfer, charge, subcontract, or deal in any other manner any or all of your rights or responsibilities under these Terms and Conditions.

Termination

• We can terminate the provision of the Services immediately if you:
  • commit a material breach of these Terms and Conditions.
  • fail to make any payment due under the Contract on the due date for payment.
  • becomes or, in our reasonable opinion, is about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors; or
  • enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors.
  • perform any of the following:
    • convene a meeting of your creditors, enter into voluntary or compulsory liquidation
    • have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings
    • for any part of these assets or undertakings, documents are filed with the court for the appointment of an administrator
    • notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986)
    • a resolution is passed or a petition is presented to any court for your winding up or for the granting of an administration order in respect of your assets or undertakings
    • any proceedings relating to your insolvency or possible insolvency

Intellectual property

• We retain all copyright and other intellectual property rights that may exist in connection with any items provided in conjunction with the supply of the Services. We retain the right to take any measures deemed necessary to prevent or restrict the violation of these intellectual property rights.

Liability and Indemnity

• Our liability under these Terms and Conditions, in the event of a breach of statutory duty, or in tort or misrepresentation or otherwise, shall be limited as set out in this section.
• The total amount of our liability is limited to the total amount of fees payable by you under the contract.
• We are not liable (whether caused by our employees, agents, or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
  • any indirect, special, or consequential loss, damage, costs, or expenses or
  • any loss of profits, loss of anticipated profits, business disruption, loss of data, loss of reputation or goodwill, or other third-party claims; or
  • any delay in performance or failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control.
  • any losses caused directly or indirectly by your breach in relation to your obligations; or
  • any losses arising directly or indirectly from your choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services
• You must indemnify us against any damages, costs, claims, and expenses we suffer as a result of any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
• Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

• Our liability under these Terms and Conditions, in the event of a breach of statutory duty, or in tort or misrepresentation or otherwise, shall be limited as set out in this section.
• The total amount of our liability is limited to the total amount of fees payable by you under the contract.
• We are not liable (whether caused by our employees, agents, or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
  • any indirect, special, or consequential loss, damage, costs, or expenses or
  • any loss of profits, loss of anticipated profits, business disruption, loss of data, loss of reputation or goodwill, or other third-party claims; or
  • any delay in performance or failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control.
  • any losses caused directly or indirectly by your breach in relation to your obligations; or
  • any losses arising directly or indirectly from your choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services
• You must indemnify us against any damages, costs, claims, and expenses we suffer as a result of any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
• Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Circumstances beyond a party’s control

• Neither of us is responsible for any failure or delay in completing our commitments if such failure or delay occurs from any cause that is reasonably beyond that party’s control. These include, but are not limited to, industrial action, civil disturbance, fire, flood, storms, earthquakes, acts of terrorism, acts of war, government action, and any other occurrence beyond the control of the affected party. If the delay persists for 90 days, either party may terminate or cancel the Services to be performed in accordance with these terms and conditions.

Communications

• All notices under these Terms and Conditions must be in writing and signed by the party giving notice (or a duly authorized officer of that party).
• Notices shall be deemed to have been duly given:
  • when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours
  • when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
  • within five business days of mailing, if mailed by national ordinary mail.
  • on the tenth business day following mailing, if mailed by airmail.
• All notices under these Terms and Conditions must be addressed to the most recent address, email address, or fax number notified to the other party.

No waiver

• No delay, act, or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

• If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that provision will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable)

Law and jurisdiction

• This Agreement shall be governed by and interpreted according to the laws of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.