Daily Rate Development Terms of Business
IMPORTANT: These terms and conditions apply to work being carried out by HamTEK on Ad Hoc Technical Consulting terms of business.
1. Definitions and Interpretation
1.1 In these terms of business (“Terms”), the following words and phrases shall have the following meanings unless the context otherwise requires:
“Hamtek” means HamTEK Ltd and any person who is employed by or contracted to HamTEK Ltd.
“We”, “Us”, “Our” mean HamTEK Ltd.
“You”, “The Client” means the company, partnership, organisation, or individual for which the Consulting Services are being provided.
“Consulting Services” means ad hoc technical advice, guidance, review, troubleshooting, design consultation, or other professional services provided by
Hamtek on an hourly rate basis.
“Engagement” means a discrete request for Consulting Services made by the Client and accepted by Hamtek.
“Hourly Rate” means the charge, expressed as a cost per hour per person, that Hamtek charges for Consulting Services. The applicable rate will be as notified to the Client and confirmed in writing before work commences.
“Chargeable Time” means all time spent by Hamtek in providing the Consulting Services, including time spent in meetings, telephone calls, video calls, correspondence, reading and reviewing documents or data supplied by the Client, research, analysis, and preparation of written advice or reports.
“Part” means any item including hardware, software, product, or functional element of a system.
“Equipment” means items used while providing Consulting Services or being transported before or after an Engagement.
“Deliverables” means any tangible or intangible outputs produced by Hamtek in the course of providing the Consulting Services, including written reports, recommendations, calculations, drawings, or specifications.
“Communicated” means correspondence by electronic mail or postal letter in any direction between the Client and Hamtek.
1.2 References to “in writing” include email.
1.3 Headings are for convenience only and shall not affect the interpretation of these Terms.
2. Application and Formation of Contract
2.1 These Terms apply when Hamtek provides ad hoc technical consulting services on an hourly rate basis. They do not apply to fixed cost projects (which are governed by our Fixed
Cost Terms of Business), to scheduled daily rate engagements (which are governed by ourDaily Rate Terms of Business), to the sale of products (which is governed by our Terms and
Conditions of Sale), or to repair and modification services (which are governed by our Repair and Modification Terms and Conditions).
2.2 A binding contract is formed when Hamtek confirms in writing that it accepts a request for Consulting Services, or when Hamtek begins providing Consulting Services at the
Client’s request, whichever is earlier.
2.3 Before commencing work on any Engagement, Hamtek will confirm the applicable Hourly Rate in writing. Where an Engagement is expected to exceed a small number of hours,
Hamtek will provide an estimate of the likely total time required. Estimates are not binding.
2.4 These Terms shall override and take the place of any other terms and conditions in any document or communication used by the Client.
3. Nature and Scope of Consulting Services
Advisory nature
3.1 The Consulting Services are advisory in nature. Hamtek provides technical opinion, guidance, and recommendations based on the information available to it at the time and its
professional judgement.
3.2 Hamtek is compensated for time spent providing advice, not for achieving a particular outcome. Hamtek does not warrant that any advice, recommendation, or opinion will
produce a specific result.
3.3 It is the Client’s responsibility to evaluate any advice provided and to decide whether and how to act upon it. The Client remains responsible for all decisions it takes and for the
design, safety, compliance, and performance of any system, product, or installation to which the advice relates.
3.4 Where the Client requires a formal design, a certified calculation, a compliance assessment, or a deliverable that will be relied upon by third parties, this should be commissioned as a separate fixed cost or daily rate engagement rather than as ad hoc consulting.
Information provided by the Client
3.5 The Consulting Services are provided on the basis of information supplied by the Client. Hamtek will not independently verify the accuracy or completeness of such information
unless expressly engaged to do so.
3.6 Hamtek shall not be liable for any advice that proves to be inappropriate or incorrect as a result of incomplete, inaccurate, or misleading information supplied by the Client.
3.7 If the Client becomes aware that information previously supplied to Hamtek was incomplete or inaccurate, the Client should notify Hamtek promptly so that any affected advice can be reviewed.
Availability
3.8 Ad hoc consulting is provided subject to Hamtek’s availability. Hamtek does not guarantee availability at any particular time and does not reserve capacity for the Client unless a separate scheduled engagement is agreed under our Daily Rate Terms of Business.
3.9 Hamtek will use reasonable endeavours to respond to requests promptly but does not guarantee any particular response time unless expressly agreed in writing.
Delivery method
3.10 Consulting Services will normally be provided remotely, by telephone, video call, email, or written report.
3.11 Where on-site attendance is requested by the Client, this must be agreed in advance and will be subject to availability. Travel time and expenses will be charged in accordance with clause 4.
Equipment
3.12 Where the Client provides Equipment or materials to Hamtek in connection with an Engagement, Hamtek will take reasonable care of such items while in its possession.
Hamtek’s liability for loss of or damage to the Client’s Equipment while in Hamtek’s custody shall be limited to the lesser of the market value of the item at the time it was provided or the cost of repair.
3.13 Hamtek shall not be liable for loss of or damage to the Client’s Equipment caused by events outside Hamtek’s reasonable control.
4. Charges and Expenses
Hourly rate and time recording
4.1 All charges quoted by Hamtek are exclusive of VAT, which will be charged at the applicable rate.
4.2 Consulting Services are charged at the agreed Hourly Rate.
4.3 Chargeable Time is recorded and billed in increments of half an hour (0.5 hours), rounded up to the nearest half hour.
4.4 A minimum charge of half an hour applies to any Engagement or discrete piece of work, however brief.
4.5 Hamtek will maintain a record of Chargeable Time and will provide a summary of time spent with each invoice.
What is chargeable
4.6 Chargeable Time includes, without limitation:
(a) meetings, telephone calls, and video calls with the Client or with third parties at the Client’s request;
(b) time spent reading, reviewing, or analysing documents, drawings, data, or correspondence supplied by the Client;
(c) research and investigation necessary to provide the advice requested;
(d) preparation of written advice, reports, calculations, or recommendations; and(e) substantive correspondence with the Client concerning the subject matter of the Engagement.
4.7 Brief administrative correspondence (such as arranging a call or acknowledging receipt of a document) is not normally charged.
Rate changes
4.8 Hamtek may change the Hourly Rate from time to time. Any change will be notified to the Client in writing and will apply to Consulting Services provided after the effective date of the change. Rate changes will not apply retrospectively to work already carried out.
Travel and expenses
4.9 Where on-site attendance is agreed, travel time to and from the Client’s site(s) will be charged at the agreed Hourly Rate, recorded in half-hour increments.
4.10 Travel by car will be billed at the prevailing HMRC approved mileage rate (currently £0.45 per mile). This rate will be updated automatically in line with any changes to the HMRC approved rate.
4.11 Reasonable out-of-pocket expenses (including accommodation, subsistence, and public transport fares) incurred with the Client’s prior approval will be invoiced at cost. Hamtek will provide receipts or other evidence of expenditure on request.
Parts and third-party costs
4.12 Any component parts, materials, software licences, or third-party services required in connection with an Engagement will be either supplied by the Client or sourced by Hamtek
and invoiced to the Client at cost. Hamtek will seek the Client’s approval before incurring such expenditure.
5. Payment
5.1 Hamtek will normally invoice monthly in arrears for all Chargeable Time and expenses incurred during the preceding month.
5.2 For Engagements expected to involve substantial time, Hamtek may require payment on account or may invoice at intervals during the Engagement. Any such arrangement will be
agreed with the Client in advance.
5.3 Hamtek may require payment in advance from new clients or where the Client has previously failed to pay on time.
5.4 Invoices are payable within 30 days of the date of issue.
5.5 If the Client fails to make payment when due, Hamtek reserves the right to charge interest on the overdue amount at the rate of four per cent per annum above the base rate from time to time of the Bank of England, calculated on a day-to-day basis from the due date until the date of actual payment, whether before or after any judgement.
5.6 Hamtek’s right to charge interest under clause 5.5 is without prejudice to any other rights or remedies available to Hamtek, including the right to decline further Engagements or suspend work under clause 8.6. Intellectual Property
Ownership of Deliverables
6.1 Subject to clauses 6.3 and 6.4 and to payment of all sums due, all intellectual property rights in Deliverables created by Hamtek specifically for the Client during an Engagement shall be assigned to the Client.
6.2 The assignment in clause 6.1 shall take effect on payment of the invoice covering the relevant work. Until payment is received, Hamtek retains all intellectual property rights in the
Deliverables.
Hamtek’s pre-existing IP and know-how
6.3 Nothing in these Terms assigns to the Client any intellectual property rights in Hamtek’s pre-existing intellectual property, including methodologies, tools, libraries, routines, templates, know-how, or other materials that existed prior to the Engagement or that were developed independently of it (“Hamtek Background IP”).
6.4 Where any Deliverable incorporates or is dependent upon Hamtek Background IP, Hamtek grants the Client a non-exclusive, perpetual, royalty-free licence to use that Hamtek
Background IP solely to the extent necessary to use the Deliverables for their intended purpose.
6.5 Nothing in these Terms restricts Hamtek from using the general skills, knowledge, experience, and know-how gained in the course of providing Consulting Services in providing services to other clients, provided that Hamtek does not disclose the Client’s Confidential Information.
Client’s IP
6.6 All intellectual property rights in any materials, designs, specifications, drawings, or other information provided by the Client to Hamtek (“Client Materials”) shall remain the property of the Client.
6.7 The Client grants Hamtek a non-exclusive licence to use the Client Materials solely for the purpose of providing the Consulting Services.
6.8 The Client warrants that it has the right to provide the Client Materials to Hamtek and that their use by Hamtek in providing the Consulting Services will not infringe the intellectual
property rights of any third party. The Client shall indemnify Hamtek against any claims arising from a breach of this warranty.
Use of Deliverables
6.9 Written advice, reports, and recommendations produced by Hamtek are prepared for the Client’s use only and in the context of the specific matter on which Hamtek was consulted. The Client shall not disclose them to third parties, or permit third parties to rely upon them, without Hamtek’s prior written consent.
6.10 Hamtek accepts no liability to any third party who relies upon advice or Deliverables provided to the Client.Alternative arrangements
6.11 The default IP position set out in this clause 6 may be varied by express written agreement between the parties.
7. Confidentiality
7.1 Each party undertakes to keep confidential all information (whether written, oral, or in any other form) disclosed to it by the other party in connection with an Engagement that is
identified as confidential, or that ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure (“Confidential Information”).
7.2 Each party shall:
(a) use the other party’s Confidential Information only for the purpose of performing its obligations under the contract;
(b) not disclose the other party’s Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, contractors, or professional advisers who need to know it for the purposes of the Engagement and who are bound by equivalent obligations of confidentiality; and
(c) take reasonable measures to protect the confidentiality of the other party’s Confidential Information.
7.3 The obligations in this clause 7 do not apply to information that:
(a) is or becomes publicly available through no fault of the receiving party;
(b) was already known to the receiving party before disclosure, without any obligation of confidentiality;
(c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or
(d) is required to be disclosed by law, regulation, or order of a court or regulatory body, provided that the receiving party gives the disclosing party reasonable advance notice where permitted.
7.4 The obligations of confidentiality in this clause 7 shall survive the completion or termination of any Engagement and shall continue for a period of 3 years from the date of disclosure.
7.5 Hamtek may, unless the Client objects in writing, refer to the Client as a client of Hamtek for the purposes of its own marketing, but shall not disclose the nature or content of any Engagement without the Client’s consent.
8. Ending an Engagement
8.1 Because Consulting Services are provided on an ad hoc basis, no ongoing commitment arises between Engagements. Either party may decline to enter into any future Engagement at any time and without notice.
8.2 Either party may terminate a current Engagement at any time by giving written notice to the other. On termination, the Client shall pay Hamtek for all Chargeable Time and expenses incurred up to the date of termination.8.3 Hamtek may suspend or decline to continue an Engagement if:
(a) the Client fails to make any payment when due;
(b) the Client fails to provide information, access, or cooperation reasonably required by Hamtek;
(c) Hamtek identifies a conflict of interest; or
(d) a Force Majeure event occurs (see clause 11).
8.4 Either party may terminate immediately by written notice if the other party:
(a) commits a material breach of these Terms and fails to remedy it (if capable of remedy) within 14 days of written notice;
(b) suspends or threatens to suspend payment of its debts, or is or admits to being unable to pay its debts as they fall due;
(c) has an administrator, receiver, administrative receiver, or analogous officer appointed; or
(d) passes a resolution, or has an order made, for its winding-up (other than for a solvent reconstruction or amalgamation).
8.5 On termination for any reason, subject to full payment of all sums due, Hamtek shall deliver to the Client any completed Deliverables and work in progress.
8.6 The following clauses shall survive termination: clause 6 (Intellectual Property), clause 7 (Confidentiality), clause 9 (Liability), and clause 12 (Law and Jurisdiction).
9. Limitation of Liability
9.1 Nothing in these Terms shall limit or exclude Hamtek’s liability for:
(a) death or personal injury caused by Hamtek’s negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other matter for which it would be unlawful for Hamtek to exclude or limit liability.
9.2 Hamtek warrants that the Consulting Services will be provided with reasonable care and skill.
9.3 Subject to clause 9.1, Hamtek shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a) loss of profit;
(b) loss of business or revenue;
(c) loss of anticipated savings;
(d) loss of or damage to data; or
(e) indirect or consequential loss of any kind, arising under or in connection with the Consulting Services.
9.4 Subject to clause 9.1, Hamtek’s total aggregate liability to the Client in respect of all losses arising under or in connection with the Consulting Services, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of:(a) the total fees paid by the Client to Hamtek in the 12-month period immediately
preceding the date on which the claim arose; or (b) £1,000.
9.5 Where Hamtek’s advice is found to be defective as a result of a failure to exercise reasonable care and skill, Hamtek will, at its option, re-perform the affected work at no additional charge or credit the Client for the Chargeable Time attributable to it.
9.6 Any claim must be notified to Hamtek in writing within 12 months of the date on which the relevant Consulting Services were provided.
10. Third-Party Services and Dependencies
10.1 Where an Engagement requires the use of third-party services, tools, data, or suppliers, Hamtek will exercise reasonable care in selecting and managing such third parties.
10.2 Hamtek shall not be liable for delays, defects, or cost variations arising from third-party suppliers, provided Hamtek has acted with reasonable care in their selection and
management.
10.3 Any warranties or guarantees for third-party goods or services are limited to those provided by the originating supplier.
11. Events Outside Our Control (Force Majeure)
11.1 Neither party shall be liable for any failure or delay in performing its obligations that is caused by an event outside its reasonable control, including but not limited to strikes, lock-
outs, civil commotion, natural disaster, pandemic, failure of utility services, illness, or government actions (“Force Majeure”).
11.2 The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effects.
11.3 If a Force Majeure event prevents Hamtek from completing an Engagement, the Client shall pay for all Chargeable Time and expenses incurred up to that point.
12. Data Protection
12.1 Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to any personal data processed in connection with an Engagement.
12.2 Details of how Hamtek collects, uses, and protects personal data are set out in Hamtek’s Privacy Policy, available on Hamtek’s website.
13. Law and Jurisdiction
13.1 These Terms and every contract made pursuant to them shall be governed by and construed in accordance with the laws of England and Wales.
13.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
14. General
14.1 If any provision of these Terms is found by any court or relevant authority to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
14.2 A person who is not a party to a contract made under these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that contract.
14.3 No variation of these Terms shall be effective unless made in writing and agreed by both parties.
14.4 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.5 These Terms, together with any written confirmation of an Engagement and any documents expressly referred to, constitute the entire agreement between the parties in relation to the Consulting Services.