Business Terms

These are the terms and conditions of business (“Terms”) which apply to the consultancy Services provided by the Consultant to you and its clients. By engaging with the Consultant for Services under any circumstances (including any of its employees, agents, contractors, directors or other officers) you confirm that you accept these Terms and that you agree to comply with them. Please note that the use of the websites that are managed or operated by the Consultant (such as are governed by the terms and conditions and other legal notices set out on those website(s). When you first instruct the Consultant to provide Services, a Project Sheet will normally be completed and sent to you setting out specific terms on which the Consultant will provide Services to you, which will be subject to these Terms (or such other terms as expressly agreed in writing by the parties). If there is any inconsistency between the Project Sheet and these Terms, the express terms of the Project Sheet shall prevail to the extent of any inconsistency.

The Terms (and if applicable, the Project Sheet) set out certain methods of working so as to inform your expectations concerning the Consultant’s Services and the manner in which it provides them. Please note that the provisions of the Terms are important. You should read the Terms with care and ensure that you understand them.

In particular, please note the following provisions of these Terms: clause 5 “Performing the Services and Standards” and clause 9 ‘Limitation of Liability’ (which limits the Consultant’s liability to you). By accepting the Consultant’s engagement under any circumstances whatsoever (including without limitation, on the terms of any applicable Project Sheet and Terms), you acknowledge that you are fully aware of all these provisions.

If you do not wish to be bound by the Project Sheet and/or Terms please notify the Consultant promptly following your notice and/or receipt of them or, at the least, before the Consultant begins any work for, or provides any Services to you. If you have any questions do not hesitate to contact the Consultant.

  1.   Definitions and Interpretation

1.1 In these Terms:

“advice” means, in relation to the Services, business consultancy advice and related services;

“Client”, “you” or “your” means, collectively, the individual, company or other person from whom the Consultant agrees to provide Services and/or the person or party identified as the ‘Client’ in the ‘Client details’ section of the Project Sheet;

“Consultant” means Emoney Advice Limited (or its successors or assigns);

“Contract” means the agreement for the provision of Services subject to the Terms and, if relevant, the applicable Project Sheet;

“Due Date” means the date thirty (30) days after the date of an invoice from the Consultant;

“expense” means any expense, cost, disbursement or other sum spent or to be spent by the Consultant on your behalf, including, as appropriate, any VAT element and expenses identified as such in the Project Sheet;

“Force Majeure Event” means any event beyond the reasonable control of a party affected by it which is unavoidable including, but not limited to, telecommunications failure, power supply failure, fuel strikes, severe weather, computer breakdown, failure of suppliers to meet delivery requirements, industrial disputes, the absence of personnel due to illness or injury, acts of God, acts of terrorism, war, riot, civil commotion, malicious damage, compliance with any Law or governmental order, rule, regulation or direction, accident, and/or breakdown of plant or machinery;

the word “includes” is used without limitation and references to “including” or “includes” shall be deemed to have the words “without limitation” inserted after them;

“Know-How” means the knowledge and skills of the Consultant and if applicable, its employees, sub-contractors, directors and/or other officers existing immediately prior to the provision of any Services and any enhanced or additional knowledge and skills acquired, developed or arising during the provision of the Services whether pursuant to the provision of the Services or otherwise;

“Law” includes in any jurisdiction (a) any legislation, sub-ordinate legislation and rules of law, (b) codes of conduct, regulations and rules and (c) any order of a court or arbitrator, or a direction of a regulator and includes a ‘Law’ as amended from time to time;

“matter” means an instruction or engagement upon which at any time you instruct or engage the Consultant to provide services to you;

“party” means you and/or the Consultant (as the case may be);

“Project Sheet” means the document titled, “Project Sheet” which forms part of and accompanies these Terms (or such other terms as are expressly agreed by the parties in writing) as supplemented or varied by any subsequent letter or e-mail, setting out the terms on which the Consultant is engaged to provide Services for a particular matter or series of matters, and may extend to include subsequent matters;

“Services” means the services to be provided by the Consultant as described in the Project Sheet and/or any other services provided to you by the Consultant at any time in relation to a matter;

“VAT” means value added tax in the United Kingdom and includes any equivalent tax elsewhere and any irrecoverable VAT;

a reference to “writing” includes e-mail;

a reference to one gender includes a reference to the other genders;

words in the singular include the plural and those in the plural include the singular;

except where a contrary intention appears, a reference to a clause is a reference to a clause of these Terms; and

clause and Project Sheet headings do not affect the interpretation of this Contract.

1.2       Any reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

  1.   Application of these Terms

2.1       These Terms apply to all matters where you engage or instruct the Consultant (including, any matters previously engaged or instructed by you to the Consultant and/or Anthony Olsen) and shall prevail over and take the place of any other terms and conditions agreed, executed, stipulated, incorporated or referred to, or contained in any document of, or communication from or between the relevant parties.

2.2       The scope of any matter may be revised by the agreement in writing of the parties. Nothing in these Terms implies that the Consultant is engaged to provide services for you generally or other than as expressly agreed. Except where the Consultant has agreed with you to the contrary, the Consultant is not obliged to take on any particular new matter for you. Although the Consultant may from time to time provide certain items of unsolicited material to some clients, such as regular articles, updates and/or bulletins, nothing requires the Consultant to provide such material.

  1.   Scope of work and status

3.1       The Client shall engage the Consultant and the Consultant shall provide the Services in accordance with these Terms and any applicable Project Sheet. Each agreed Project Sheet (if applicable) and these Terms shall form a separate agreement (referred to as the “Contract”) between the Client and the Consultant.

3.2       The relationship of the Consultant to the Client will be that of independent contractor and nothing in these Terms shall render it an employee, worker, agent or partner of the Client and the Consultant shall not hold it out as such.

3.3       The Consultant consents to the Client (and any relevant group company of the Client) holding and processing data relating to it for legal, personnel, administrative and management purposes.

3.4       Nothing in these Terms shall prevent the Consultant from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation.

3.5       Each Contract shall be separately terminable in accordance with clause 8.

  1.   Fees and payment

4.1       In the absence of some other arrangement, the Consultant’s fees are based principally on time, where the Consultant charges on the basis of hourly rates. The fees may also reflect the underlying complexity, difficulty, novelty, value or importance of the matter and documentation involved and the skill, specialised knowledge and responsibility involved. The Project Sheet will set out the current relevant hourly rates for the Consultant, or other basis of charging which has been agreed with you, unless you have already been notified of those rates or other basis of charging. The Consultant will be entitled to charge for reporting to you or, at your request, any third party, on your matters. The fee rates of the Consultant are periodically reviewed and the Consultant will advise you of any new rates applicable to any matter. All fees quoted are exclusive of VAT, which will be added where appropriate.

4.2       You will reimburse the Consultant for expenses paid or incurred on your behalf which are charged in addition to the Consultant’s professional fees. Expenses chargeable by the Consultant include the expenses highlighted as such in the Project Sheet. Expenses may also incur VAT which will be charged where appropriate. Where the Consultant’s fees and expenses are paid subject to any deduction or withholding in respect of tax, the Consultant reserves the right to charge you an additional amount which will, after deduction or withholding has been made, leave the Consultant with the same amount it would have received in absence of any such deduction or withholding.

4.3       Where appropriate the Consultant will give you an estimate of the likely overall fees in relation to a matter and the time the Consultant is likely to spend on it. Any estimate will be provided on the basis that the matter proceeds as described in the relevant Project Sheet and that there are no material changes to its scope or unforeseen complexities. It will also be based on certain assumptions specified in the relevant Project Sheet. Unless the Project Sheet says otherwise, any estimate of costs does not amount to a quotation, promise of agreement that the Consultant will perform its Services within a fixed time or for a fixed fee. Unless the Consultant expressly indicates to the contrary, any estimate will be exclusive of expenses as described above as the Consultant is often unable to estimate the likely level of such expenses, especially at the outset of a matter.

4.4       The Client will:

(a)         pay the Consultant the fee amounts set out in the Project Sheet;

(b)        reimburse the Consultant for expenses as expressly provided for in the Project Sheet and to include, without limitation, travel, subsistence and other incidental expenses incurred where such travel is outside the greater London area;

(c)         if applicable, pay VAT at the prevailing rate in respect of the fees and expenses; and

(d)        pay the sums referred to in this clause 4 by the Due Date.

4.5       If Client fails to make any payment due to Consultant under these Terms by the Due Date for payment, then, without limiting Consultant’s remedies under clause 8, the Client shall pay interest on the overdue amount at the rate of 8% per annum. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

4.6       The Consultant’s practice is to invoice at regular intervals, normally monthly or at the end of a matter, and it is a condition of the Consultant being engaged by you that the Consultant will submit interim invoices and that interim and final invoices will be paid in accordance with the terms printed on the invoice, together with these Terms. The Consultant reserves the right to terminate its engagement with you if any invoice is not paid by the Due Date.

4.7       Even if someone else has agreed to pay, or is responsible for paying, all or part of your fees and expenses, the Consultant is nevertheless required to address its invoice to you as client and you will, in any event, be responsible for payment, including any VAT.

  1.   Performing the Services and Standards

5.1       The Services and any associated advice provided by the Consultant relates to general business consultancy services only. It is important to be clear that the Consultant’s role is to provide such general business advice only and not, for example, to provide tax, accounting, and/or legal advice nor advise on tax, accounting, and/or legal matters generally (even if such matters are discussed or otherwise commented upon as part of the provision of the Services, particularly with respect to matters related to compliance). The Consultant does not act, nor hold himself out as a solicitor or legal adviser. Any tax, accounting or legal issues or matters which may arise, be discussed, or otherwise commented upon, as part of the Services and/or advice provided by the Consultant to you is not definitive and should be confirmed by your appropriate advisers. It is not uncommon for the Consultant to perform services which are subsequently confirmed by a firm of solicitors, to which the Consultant can arrange as part of its services.

5.2       The Services and advice provided by the Consultant is to be used for the purpose of the matter for which the Consultant is engaged. The Consultant is not responsible for its use for a different purpose or in a different context. The Services and advice provided by the Consultant will be based on the circumstances appropriate as at the date the Services and/or advice is provided. Any subsequent changes in circumstances may affect the Consultant’s conclusions. You must ask the Consultant to confirm advice previously given if you wish to repeat a matter or otherwise wish to rely on the Consultant’s advice at a later date.

5.3       Where the Consultant makes an assessment for you, either expressly or by implication, of the likely level of risk associated with different potential courses of action, you accept that such assessment is made relying only upon the information and documents then available to the Consultant and cannot, therefore, be definitive. Accordingly, such an assessment should only be used as one element in the making of any practical or commercial decision. You accept that the magnitude or acceptability of a risk is a judgment for you. The Consultant’s role is not to question your commercial or financial objectives or judgment.

5.4       You agree that any Services and/or advice provided to you is provided solely for your benefit. Such services, these Terms and Project Sheet (including any details of the Consultant’s fees) may not be disclosed to any third party except (a) with the Consultant’s written consent; (b) where you are required to disclose it by Law; or (c) to your auditors or other professional advisers, or governmental agencies or regulators who, in any such case, receive it for the purpose of discharge of their duties or functions. The Consultant shall not have any liability in respect to any such third parties. If you disclose them without the Consultant’s consent, you agree to indemnify the Consultant in respect to any liability to a third party that the Consultant may incur in respect of such disclosure. Unless otherwise expressly stated, no provision of your agreement with the Consultant is intended to be enforceable against the Consultant by third parties under the Contracts (Rights of Third Parties) Act 1999.

5.5       If working at the Client’s premises (or any other premises), the Consultant will comply with all the requirements notified to the Consultant in writing prior to the commencement of the Services concerning conduct at the Client’s premises (or any other premises).

5.6       The Consultant’s work will be reliant on the accuracy of the information given to it by you or on your behalf. It is important that in relation to each matter or series of matters, so far as you are able, in a timely manner you (a) provide the Consultant with information and documents desirable for the Consultant to provide the Services to you; (b) inform the Consultant of your requirements; and (c) inform the Consultant of any changes or additions to such information, documents and requirements.

5.7       There may be circumstances where it is appropriate for the Consultant to engage legal or related professionals on your behalf. The Consultant is not in any other way responsible for the work they undertake. Unless otherwise agreed, you will always be responsible for their fees and expenses on the Consultant’s instructions. The Consultant may settle such invoices before seeking payment of them from you.

5.8       All communications between you and the Consultant and with third parties may be by telephone, post, courier, fax, e-mail, VOIP (such as Skype) and the Consultant may use internet-based applications. Whilst the Consultant takes care as to the security of its computer systems, the Consultant does not ordinarily use encryption or passwords. The Consultant’s electronic communications take place subject to the terms of disclaimers on e-mails or on the Consultant’s website (as the case may be). Any e-mail sent from the Consultant may contain information which is confidential. Unless you are the intended recipient of an e-mail from the Consultant you may not disclose, copy or use it; please notify the sender immediately and delete it and its copies. You should protect your system from viruses etc. as the Consultant accepts no responsibility for damage that may be caused by them. Incoming e-mails are subject to screening for spam, viruses and other undesirable content and attachments. This may result in communications from the Consultant’s clients failing to reach the intended recipient. If you are intending to send the Consultant material which may be susceptible to interception, you should separately alert the person you are sending it by phone or post.

5.9    Advice, documents and/or other Services may be provided and/or made available as preliminary discussions/work (such as before formal engagement is made between you and the Consultant by signing a specific agreement) and/or in draft for your comment. Such preliminary work and/or drafts represent work either provided on a general high level exploratory or other internal discussion basis; and/or as work in progress and the Consultant does not incur any liability in respect or them. Accordingly, any such work is not definitive and is not to be relied upon.

5.10    The Consultant is not responsible for monitoring or notifying you of any on-going obligation (compliance or otherwise) which you may be subject.

5.11    Unless we expressly agree otherwise, the copyright in the original materials, including Know-How and working materials as well as final documents which the Consultant generates for you belongs to the Consultant.

5.12    The Client acknowledges that due to the nature of the Services provided by the Consultant all timescales are estimates only and whilst the Consultant will endeavour to meet any proposed timescale such timescales are in no circumstances to be regarded as a term or condition of this Contract.

  1.   Information requirements

6.1       The Consultant is sometimes asked to provide details of its relevant experience, for example for tenders and work pitches or publicity material. Unless you expressly advise the Consultant in writing to the contrary, the Consultant will assume that it can refer to the fact that you are a client of the Consultant, and may describe in general terms the nature of the matter which the Consultant has handled for you. The Consultant may process and retain data relating to you for client management and marketing purposes. See the Consultant’s privacy and cookie statements located on its website for more details.

6.2       The Client acknowledges and agrees that the Know-How is and shall remain the property of the Consultant at all times.

  1.   Amendments to these Terms

We may revise these Terms at any time by amending this page. Please check this page from time to time to take notice of any changes we made as they are binding on you.

  1.   Termination and Transfers

8.1       Termination in the ordinary course: The Consultant’s engagement with you as a current client on any matter will be deemed to terminate upon completion of substantive Services and if appropriate tender of the Consultant’s final invoice in respect of the matter, but to the extent applicable, these Terms, together with any applicable Project Sheet, will continue to apply in respect of anything arising out of the Consultant’s Services related to such matter even if the Contract has terminated or expired.

An open-ended agreement for the provision of Services ends six months after the last date on which the Consultant provided Services to you. Unless new or different terms are agreed, the Consultant’s acceptance of instructions to perform its Services for you subsequent to the ending of any agreement gives rise, from the time of acceptance of the instructions, to a new agreement on these Terms.

8.2       Payment of fees: If you or the Consultant terminates our engagement, you will pay the Consultant’s outstanding fees and expenses, including those not yet invoiced. If on termination, for whatever reason, you fail to pay the Consultant’s outstanding fees and expenses which it is properly due and payable, you recognise that the Consultant may be entitled to rely on a lien over certain of your papers and property which means that the Consultant may not be obliged to return them to you until you have settled such fees and expenses in full.

8.3       Transfer to a successor business: The Consultant may at a future date transfer the benefit of this Contract with you to any other person (‘successor’) which is to carry on all, or substantially all, the business of the Consultant in its succession, and which is to assume all, or substantially all, of the Consultant’s obligations to you. The Consultant shall be entitled to provide the successor with all information, records and data necessary to enable it to carry out the Services and for the other purposes contemplated in these Terms. The successor shall also succeed the Consultant under any other appointment or arrangement.

8.4       The expiry or termination of this Contract will not prejudice any rights or obligations of the parties which have accrued and are owing prior to such expiry or termination. For the avoidance of doubt, and without prejudice to any other clause of the Contract, this clause, together with the introductory paragraphs to the Contract, clauses 4 “Fees and payment”, 5 “Performing the services and standards”, 6 “Information Requirements”, 9 “Limitation of Liability” and 10 “General” survive termination of the Contract.

  1.   Limitation of Liability

9.1       Proportional liability: Where you have a number of advisers, including the Consultant, advising you on a matter, there is a risk that the Consultant will be prejudiced by any limitation or exclusion of liability which you agree with any of those other advisers. Accordingly, you agree that the Consultant will not be liable to you for any amount which you would have been able to recover from that other adviser or any other such person by way of indemnity, contribution or otherwise, but are unable to recover because you agreed, or are treated as having agreed, with it any exclusion or restriction on his liability.

9.2       Third party liability: If the Consultant has joint and several liability to you with another party, the Consultant shall only be liable to pay you the proportion which is found to be fairly and reasonably due to its fault. The Consultant shall not be liable to pay you the proportion which is due to the fault of another party for which such other party would otherwise be liable. In particular, any liability due from the Consultant to you shall be reduced by the proportion for which another party would have been found to be liable if either: (a) you had also brought proceedings or made a claim against that other party; or (b) the Consultant had brought proceedings or made a claim against that other party under the Civil Liability (Contribution) Act 1978 or similar Law under any other relevant jurisdiction. This is irrespective of whether such other party is being sued. In considering whether other parties may be liable to you, no account is to be taken of any inability on your part to enforce remedies against another party by reason of causes of action against that party becoming time-barred, or the party’s lack of means or the party’s reliance on exclusions or limitation of liability or that the other party has ceased to exist.

9.3       Specified liability cap: In common with other professional advisers, the Consultant seeks to limit its liability. As may have been discussed with you before entering into the Contract, the Consultant’s ability to obtain insurance is limited, and for example, the Consultant is unable to obtain insurance for legal advice in a commercially viable manner. In the interests of being fair and reasonable, the Consultant also seeks to limit the Client’s liability in a similar manner to its own.

Accordingly, the liability of either party to the other, in respect of any one claim for losses is limited to a maximum amount (‘liability cap’) of the total amount of fees you have paid the Consultant for the Services under this Contract.

You should understand that the effect of this paragraph is that neither the Consultant, nor you would generally be obliged to pay compensation in respect of any claims made against either you or the Consultant above the liability cap.

However, there are exceptions to this (as set out below) and the operation of such liability cap is subject, in particular, to the following provisions in this clause 9.

If, prior to these Terms or the Project Sheet for a new matter coming into effect, you do not believe that the liability cap specified in this clause is reasonable in all the circumstances, the Consultant will be happy to discuss variation of the liability cap with you and a possible alternative basis for providing the Services, but any variation of the liability cap is valid only if specifically and expressly agreed with the Consultant in writing (and which would typically be included as a ‘special term’ in applicable space set out in the Project Sheet).

9.4       Terms applying to the liability cap: Please note the following in relation to the liability cap:

(a)         ‘any one claim’ shall mean all claims in aggregate against either you or the Consultant (as the case may be) arising from one act or omission, one series of related acts or omissions, the same act or omission in a series of related matters or similar acts or omissions in a series of related matters, and includes all claims arising from any one matter;

(b)        the limitations shall apply to your or the Consultant’s (as the case may be) aggregate liability to the other party (including any other third parties to whom the Consultant or you (as the case may be) is held liable, with or without its or your consent) in relation to any one claim and you and/or the Consultant (as the case may be) (including any such other third parties) may together recover from the other party once in respect of the same loss;

(c)         ‘fees’ excludes VAT and/or expenses;

(d)        ‘liability’ or ‘claim’ includes any liability, or as the case may be, claim whether in contract, tort (including negligence and/or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution, breach of confidentiality, breach of data protection legislation or other breach of duty or otherwise;

(e)        ‘losses’ includes all demands, claims, damages, payments, costs, expenses or other losses, including interest, whether such interest accrues before or after judgment; and/or

(f) Neither party shall be liable to the other in any circumstances whether in contract, tort (including negligence and/or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution, breach of confidentiality, breach of data protection legislation or other breach of duty or otherwise, for:

  • any losses (whether direct or indirect) of business, business opportunities, turnover, reputation or goodwill;
  • any losses or corruption (whether direct or indirect) of data or information;
  • losses (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); and/or
  • any losses or liability (whether direct or indirect) under or in relation to any other contract,

whether or not such losses were known to the parties at the commencement of the Contract.

9.5       Irreducible minimum liability: The exclusions and limitation set out in these Terms and/or Project Sheets will not operate to exclude or limit either party’s liability:

(a)         for death or personal injury;

(b)        for fraud or fraudulent misrepresentation;

(c)         a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d)        for liabilities which cannot lawfully be excluded or limited.

9.6       Fee payments under this Contract. The exclusions and limitations set out in these Terms and/or Project Sheets will not operate to exclude or limit the Client’s liability to pay the amounts owing to the Consultant under the Contract (including the fees, expenses and any applicable VAT) and any such payment amounts or liabilities are in addition to the amount of the Client’s liability cap as it applies (or may apply) to the Consultant.

9.7 In engaging the Consultant, you are engaging Emoney Advice Limited, and accordingly it alone and not any individuals will owe duties and obligations to you in respect of the engagement. Accordingly, you agree that you will not bring any claim personally against any such individual employees, consultants, directors or other officers of the Consultant in respect of losses which you suffer or incur, directly or indirectly, in connection with the Consultant’s services. The provisions of this paragraph will not, in itself, limit or exclude the Consultant’s liability as a limited liability company for the acts or omissions of its employees, agents, contractors, consultants, directors or others officers. This Contract, including all limitations of liability, are intended to be enforceable by each of the Consultant’s employees, consultants, agents, contractors, directors and/or other officers.

10.      General

10.1    Force Majeure. If performance of the Contract (other than payment) is interfered with or delayed by a Force Majeure Event, the affected party shall give written notice to the other party and the affected party shall be excused from such performance during, but no longer than, the continuance of such condition. Each party shall bear their own costs arising from the Force Majeure Event and shall take all reasonable steps to find ways to perform their obligations despite the Force Majeure Event. If the Force Majeure Event continues for more than 3 consecutive weeks, either party may immediately terminate the Contract on giving written notice to the other.

10.2    Entire Agreement. Together with the terms set out on the Consultant’s websites, the Contract contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between Anthony Olsen and or the parties in relation to such matters. No oral explanation or oral information given to a party shall alter the interpretation of the Contract. Each party confirms that, in entering into a Contract, it has not relied on any representation save insofar as the same has expressly been made a representation in the Contract and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of the Contract, save that this clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of the Contract.

10.3    No agency etc. Nothing in the Contract shall be construed as creating a partnership, joint venture of any kind between the parties or as constituting either party as the agent of the other for any purpose whatsoever. Neither party shall have the authority or power to bind the other, or to contract in the name of, or create a liability against the other in any way or for any purpose.

10.4    Assignment. A Contract shall be in all respects personal to each of the parties hereto and may not be assigned or transferred by you in any manner whatsoever, without the prior written consent of the Consultant.

10.5    No Third Party Rights. Except as set out in paragraph clause 9.7, a person who is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Contract.

10.6    Governing Law. Each Contract shall be governed by and interpreted in accordance with the laws of England and Wales and each party irrevocably agrees to the exclusive jurisdiction of the Courts of England and Wales over any claim or matter arising under the Contract.

10.7    Notices. Any notice given under any Contract shall be in writing and served by e-mail. In the case of the Consultant, notices shall be addressed to: In the case of Client, notices shall be address to the email address outlined in the applicable Project Sheet or if there is no Project Sheet, the email address(es) made available to the Consultant. Any notice shall be deemed to have been served at the time of delivery. The parties shall notify each other of changes in the addresses for service during the term of the Contract.

10.8    Severability. If any clause of the Contract is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Contract which shall remain in full force and effect.

10.9    No waiver. The failure to exercise or delay in exercising any right or remedy under the Contract shall not constitute a waiver of the right or remedy or waiver of any other rights or remedies and no single or partial exercise of any right or remedy under a Contract shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in a Contract are cumulative and not exclusive of any rights or remedies provided at Law.


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