Wynn Consulting

• Notes and Terms of Business
• Introductory Notes:
• Wynn Consulting Limited is a VAT-registered UK company registered at Companies House under Certificate of Incorporation 256853. It aims to provide advisory services of high quality and value-for-money to the public sector and was established as a limited company because that legal form guarantees both transparency on ownership and the publication of annual returns. The sole Director and Shareholder is Douglas Wynn BSc MSc MIPD and no other person or body has any beneficial interest in the company or its business.
• Contact Numbers for Wynn Consulting:
• Tel and Fax: 0131 455 8559;
• Mobile: 070500 60125;
• e-mail: info@wynnconsulting.co.uk
• The principal place of business is at Osborne House, 1 Osborne Terrace, Edinburgh EH12 5HG.

• Terms of Business:
• The contractual agreement between Wynn Consulting and each client comprises these Terms of Business and the particular written Proposal made by us to the client in respect of the work required by the client.
• 1 Services
• 1.1 Services - Wynn Consulting Limited (WCL) will carry out the work as described in the Proposal in accordance with and subject to the provisions of this Agreement. The items to be delivered by us to each client within the defined work are referred to as “Deliverables”.
• 1.2 Timetable - WCL will use all reasonable efforts to carry out the Services in accordance with any timetable in the Proposal or otherwise agreed by the parties. However, unless both parties specifically agree otherwise in writing, all dates given by Wynn Consulting or specified by the client, including dates contained in any timetable in the Statement of Work, for the supply of the Services and Deliverables are intended for planning and estimating purposes only and are not in themselves contractually binding.
• 1.3 Changes to Services - The contracting parties will comply with any change control procedures described in the Proposal in respect of any requested or recommended changes to the Services.
• 1.4 Contract Management - Wynn Consulting will manage all agreed issues in the day-to-day performance of this Agreement. The client will name a client representative who will be responsible for arranging meetings at regular intervals to discuss and minute the progress of the Services.
• 2Client Responsibilities
• 2.1 Dependence - Wynn Consulting’s provision of the Services, including Deliverables, and the fees charged are partly dependent on client performance of its obligations under this Agreement, including the timely and satisfactory completion and/or provision of the tasks, personnel, resources and other activities for which the client is responsible as set out in the Proposal (“Client Responsibilities”); (ii) the accuracy and completeness of the assumptions, representations and other information supplied by the client and referred to in the Statement of Work (“Assumptions”); (iii) the client providing us with reliable, accurate and complete information, as required; and (iv) the client providing timely decisions and obtaining required management approvals.
• 2.2 Information - The client will provide WCL, our staff and sub-contractors with full and prompt access at all reasonable times to client premises, directors and staff and those of the client’s affiliates and to the client’s other advisers associated with the Engagement. WCL will also be given full access to data and information as we may reasonably require in order to perform the defined Services. In addition, the client agrees to keep WCL informed promptly of any material developments or proposals in relation to its business or operations and those of its affiliates where these may have an effect upon the Engagement or the Services.
• 2.3 Approvals - The client agrees that WCL will be entitled to rely on all client decisions and approvals given in connection with the Services. Further, the client understands that we are relying on the information provided by it or on its behalf and the client represents that such information is or will be true, accurate and complete. WCL will not be liable for any loss, damage or expense arising from the client’s failure or delay in supplying or WCL’s reliance on any information or materials supplied by or on behalf of the client or any inaccuracy or other deficiency in such information or materials.
• 2.4 Support Facilities - Where our staff are required to work on premises other than our own, the client will ensure that such staff are provided without charge with a suitable office environment and facilities including secretarial support, photocopying, and computer facilities and access to telephone, fax and modem communications, and internet access.
• 2.5 Third Parties - Where the client is using third parties to provide information, materials or support to an Engagement, or are employing other suppliers whose work may affect WCL’s ability to perform the Services, the client will be responsible for the management of such persons and their performance, including the timeliness and quality of their input and work.
• 2.6 Payment for Services - The client agrees to pay for the Services in accordance with the Statement of Work and Clause 3 below.
• 3 Fees and Payments
• 3.1 Payment Basis
• 3.1.1 The Services may be provided on a “Daily Rate” or on a “Fixed Price” fee basis. The Statement of Work will state the applicable fee rates for Daily Rate charging or the applicable Fixed Price. Where the Statement of Work does not expressly state which charging basis applies, Daily Rate charging will apply.
• 3.1.2 Where Daily Rate charging applies, charges will be calculated on the basis of the time spent by personnel of Wynn Consulting and its subcontractors in connection with performing the Services at their respective rates. The charges will also include time spent by such personnel travelling which is in excess of their normal work journey time. A normal working day is a 7.5 hour day worked between the hours of 09:00 and 17:30 on Monday to Friday excluding public holidays. Where overtime is required, additional hours worked outside the normal working day will be charged at the notified fee rates.
• 3.1.3 If WCL incurs extra costs or the scope of the Services is increased by any delay, variation, interruption or suspension of work arising from client default or instructions and/or those persons for whom the client is responsible, WCL may increase the Fixed Price to reflect such extra costs or increased scope and the client will pay the increased Fixed Price.
• 3.1.4 Any estimate given by us of any expenses and Daily Rate charges, whether for planning or any other purpose, is given in good faith but will not be binding until confirmed in a jointly-signed Letter of Engagement.
• 3.1.5 Charges quoted in the Statement of Work relate to the provision of Services at the location or locations stated in the Statement of Work. Any changes in location may result in a change to the applicable charges.
• 3.2 Expenses - All charges are exclusive of reasonable out of pocket expenses unless the Statement of Work states otherwise. The client agrees to pay expenses incurred on report production, travel and subsistence, and on goods and services purchased on the client’s behalf, which will be billed at cost against receipts wherever available. First class rail and economy class air travel within the UK and club class or equivalent for overseas travel will be charged. Any special expense arrangements will be agreed and set out in the Statement of Work.
• 3.3 Taxes - All charges, expenses and any other amounts due to Wynn Consulting under this Agreement do not (unless otherwise specified in the Statement of Work) include Value Added Tax or any similar sales tax, if applicable, which will be paid additionally by the client. Value Added Tax will be charged at the rate prevailing at the tax point (being the date of the invoice). If any withholding tax is applied to any payments made, the relevant invoices will be grossed up such that the amounts received by Wynn Consulting, excluding any other taxes, are equivalent to the amounts quoted in the invoice.
• 3.4 Payment of Invoices - Invoices will be issued in accordance with any payment plan set out in the Statement of Work, or otherwise monthly in arrears. Unless the Statement of Work states otherwise, all payments will be in Pounds Sterling. All invoices will be paid by the client within 30 days of the date of receipt. If the client disputes any portion of an invoice, it shall notify us within 14 days of receipt of the disputed invoice and pay the undisputed portion of that invoice. Should any invoice remain unpaid for more than 30 days from the date of receipt we reserve the right, without prejudice to any other right or remedy, to suspend the provision of the Services or any part and/or to charge interest on a day to day basis on amounts overdue until payment in full is received at a rate of 2% above the annual base rate of the Bank of England from time to time.
• 4 Confidentiality
• 4.1 Confidential Information
• 4.1.1 With respect to any information obtained in connection with this Agreement and the Services which is either designated by the disclosing party as confidential or is by its nature clearly confidential, the recipient agrees to: (i) protect the confidential information in a reasonable and appropriate manner, including in accordance with applicable professional standards, and not disclose such information to any third party without the written consent of the disclosing party; (ii) use the confidential information only in connection with providing and receiving the Services and as otherwise permitted by this Clause 4; and (iii) reproduce the confidential information only as required to perform its obligations under this Agreement. The parties agree that the provisions of this Agreement are confidential and neither party may disclose any such provisions without the written approval of the other.
• 4.1.2 All presentations, reports, documents, materials and other advice, including the Deliverables and the Statement of Work, given by Wynn Consulting as part of the Services, are for the client’s sole use and must not be handed over or otherwise disclosed to any third party without our prior written consent. The client agrees to take all steps necessary to ensure that they are not handed over or otherwise disclosed or used by any third party without the prior written consent of WCL. The client will keep confidential any methodologies and technology used by WCL to provide the Services.
• 4.2 Exceptions
• 4.2.1 The restrictions in Clause 4.1.1 will not apply to any information which the recipient can demonstrate:
• (i) is or becomes generally available to the public other than as a result of the default of the recipient;
• (ii) is acquired by the recipient from a third party who owes no obligation of confidence in respect of the information; or
• (iii) is or has been independently developed by the recipient.
• 4.2.2 Notwithstanding Clause 4.1.1, either party will be entitled to disclose confidential information of the other (i) to its professional advisors who need to know such information, under obligations and restrictions as to confidentiality, use and disclosure consistent with those contained in this Agreement, only for the purposes of this Agreement and no other purpose; or (ii) to a third party to the extent that this is required by law, by any court of competent jurisdiction, or by a governmental or regulatory authority, provided that the party making disclosure in these circumstances will promptly notify the other party and, where reasonably possible, prior to such disclosure.
• 4.2.3 Neither party shall use the other party’s trademarks, service marks, logos, and/or branding in external publicity material without such party’s prior written consent. However, WCL may cite client names and the performance of the defined Services to prospective clients as an indication of our experience, unless agreed otherwise in writing.
• 
  5 Deliverables
• 5.1 Deliverables - The Statement of Work will specify the Deliverables to be supplied by Wynn Consulting as part of the Services.
• 5.2 Ownership
• 5.2.1 Wynn Consulting will own and retain ownership and all intellectual property and other proprietary rights of any kind (a) in the Deliverables, other than those Deliverables where it is expressly stated in the Statement of Work that ownership will vest in the client and (b) in all other reports, materials, documentation, , templates, methodologies and processes, ideas, concepts and techniques that Wynn Consulting may develop or use in connection with the provision of the Services.
• 5.2.2 Subject to the fulfilment of the client’s obligations under this Agreement, including payment of all charges, expenses and other sums due to Wynn Consulting for the Services, and acceptance of the Deliverables, WCL will grant to the client a non-transferable, non-exclusive licence to use those Deliverables owned by Wynn Consulting solely for the client’s own internal use. The client grants Wynn Consulting and its sub-contractors a non-exclusive licence to use those Deliverables owned by it and its affiliates for the purpose of providing the Services and performing WCL’s obligations under this Agreement.
• 5.3 Freedom to Use Ideas - This Agreement will not prevent or restrict Wynn Consulting from providing services to other clients which are the same or similar to the Services or using for any purpose Wynn Consulting considers appropriate any techniques, ideas, concepts or know how gained or arising from the performance of the Services, subject to the obligations of confidentiality set out in Clause 4.
• 5.4 Acceptance - Each Deliverable will be accepted by the client when the acceptance procedures described in the Statement of Work, if any, have been completed for such Deliverable or when the cleient first makes any productive use of such Deliverable or any part, whichever occurs first. Where no acceptance procedures are specified a Deliverable will be deemed accepted by the client on delivery.
• 6 Personnel
• 6.1 Staffing
• 6.1.1 Whilst WCL will attempt to comply with client request for specific individuals, the appointment of all staff and sub-contractors to perform the Services and the nature and duration of their assignment shall be made as Wynn Consulting considers appropriate. We may at any time replace or reassign any personnel assigned by us to the Services; in such circumstances we will endeavour to give the client reasonable notice.
• 6.1.2 The client will be responsible for ensuring that its staff involved with this Agreement have the appropriate skills and experience. If any of the client’s staff fail to perform as required, the client will provide such additional or replacement staff as we may reasonably request.
• 6.2 Non-Solicitation of staff - During the provision of the Services, and for a period of 6 months following completion, or termination of the provision, of the Services, neither party will either directly or indirectly solicit, employ or engage, any personnel of the other party who within 6 months of such action has been involved directly in the Services or otherwise connected to this Agreement. Breach of this condition will render the defaulting party liable to pay the other party liquidated damages equal to one and a half times the annual gross salary of the individual concerned on the date that individual gives notice of resignation, without prejudice to that party’s other rights.
• 6.3 Sub-contractors - WCL may sub-contract the provision of the Services or any part to any person including affiliates, but such sub-contracting will not relieve Wynn Consulting from its obligations under this Agreement. WCL may disclose the client’s confidential project information and its affiliates confidential information to agreed subcontractors, insofar as is necessary in undertaking the defined work.
• 6.4 Relationship - The client acknowledges and agrees that its relationship is solely with Wynn Consulting as the entity providing the defined Services. The client therefore agrees not to bring a claim of any nature (whether in contract, negligence or otherwise) against any partner, employee, agent or sub-contractor of Wynn Consulting or any affiliate relating to the Services or this Agreement, except for claims relating to death and personal injury caused by negligence or any other liability which cannot by law be excluded. The client acknowledges and agrees that Wynn Consulting will have the right (subject to the discretion of the Court) to a stay of proceedings if the Client brings any claim in breach of this Clause 6.4.
• 7 Warranties
• 7.1 WCL warrants that the Services will be performed with reasonable skill and care. Wynn Consulting’s obligation and the client’s remedy for any non-conformance with this warranty is that WCL will re-perform any non-conforming Services as soon as reasonably practical, provided that the client gives us written notice of any non-compliance within 30 days after the non-conforming Services are performed. WCL will have no other liability for any non-conformance with the warranty in this Clause 7.1 if WCL re-perform that non-conformance in compliance with such warranty.
• 7.2 WCL warrants that any software developed by us as part of the Services and supplied as a Deliverable will, when properly used, conform in all material respects with its specification as agreed in writing between the client and Wynn Consulting. Wynn Consulting’s obligation and the client’s remedy for any non-conformance with this warranty is that we will use all reasonable endeavours to correct (by correction, replacement, workaround or otherwise) any non-conformance as soon as reasonably practical, provided that the client gives WCL written notice of any non-compliance within 30 days after the delivery of the non-conforming software. We will have no other liability for any non-conformance with the warranty in this Clause 7.2 if we correct that non-conformance in compliance with such warranty.
• 7.3 WCL does not warrant and will not be responsible for any third party products or services. The client’s sole and exclusive rights and remedies with respect to claims arising out of or relating to any third party product or services will be against the third party and not against Wynn Consulting. WCL does agree, however, to assign to the client any assignable warranties WCL may receive from any such third party.
• 7.4 If a problem is found upon investigation not to be Wynn Consulting’s responsibility under the provisions of this Clause 7, WCL may recharge the client for all reasonable costs and expenses incurred by or on behalf of Wynn Consulting in the course of or in consequence of such investigation.
• 7.5 The representations, warranties and obligations of Wynn Consulting in this Agreement are made expressly in place of and to the exclusion (to the fullest extent permitted by law) of all other representations, warranties, terms and conditions, express or implied, statutory or otherwise, relating to any thing supplied and services provided by or on behalf of Wynn Consulting under or in connection with this Agreement including without limitation any implied terms as to performance, fitness for a particular purpose, satisfactory quality or otherwise relating to the Services and Deliverables or any part, and are subject to the limitations on liability referred to in this Agreement.
• 8 Risk Allocation and Liabilities
• 8.1 Because of the importance to Wynn Consulting’s work of the information and representations supplied to Wynn Consulting by the directors, employees and agents of the client and its affiliates, Wynn Consulting will not, except to the extent that the law requires otherwise, be responsible or liable for any loss, damage, cost, expense or other consequences whatsoever and howsoever caused or incurred if information material to the Services is withheld or concealed from Wynn Consulting or misrepresented to Wynn Consulting, except and only to the extent finally determined to have resulted from Wynn Consulting’s knowing disregard of matters which Wynn Consulting has actual knowledge.
• 8.2 Nothing in this Agreement limits either party’s liability for (i) death or personal injury caused by the negligence of that party; (ii) any fraudulent pre-contractual misrepresentations on which the other party can be shown to have relied; or (iii) any other liability which by law cannot be limited.
• 8.3 In all other cases not falling within Clause 8.2 Wynn Consulting’s total liability in respect of any and all claims (whether in contract, negligence or otherwise) under or in connection with this Agreement and the provision of the Services will not exceed in aggregate at any time the sum of £100,000 or an amount equal to 125% of the fees paid by the client to Wynn Consulting for the Services at the date of the breach, whichever is the greater amount.
• 8.4 WCL will not be liable, whether in contract, negligence or otherwise, for (i) loss of profits or of contracts, loss of or corruption to data, loss of goodwill or anticipated savings, loss of revenues, or wasted management or staff time and (ii) any indirect, special or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, even if we have been advised of their possibility, arising out of this Agreement or performance, non-performance or delayed performance by Wynn Consulting of any of its obligations under or in connection with this Agreement.
• 8.5 Any legal proceedings arising from this Agreement must be brought within 24 months from the date when the party bringing the proceedings first becomes aware or ought reasonably to have become aware of the facts which give rise to the liability or alleged liability.
• 8.6 Insofar as WCL performs the defined Services solely for the benefit of the client, the client agrees to indemnify and hold harmless Wynn Consulting for itself and as trustee for each of its partners and employees against all claims and proceedings brought by any third party and all losses, damages, costs and expenses relating thereto, whatsoever and howsoever caused, which Wynn Consulting, its partners and employees, or any of them, may suffer arising from, or in connection with, the provision of the Services, including the Deliverables and any use made of the Deliverables except and only to the extent that it is finally determined to have resulted directly from any wilful default by Wynn Consulting.
• 8.7 All surveys, forecasts, projections and recommendations made in any report, presentation, letter or other materials provided by WCL in connection with the Services, including the Deliverables, are made by WCL in good faith and on the basis of the information supplied to WCL at the time. However, WCL does not guarantee and will take no responsibility for their achievement or continuing applicability, because the actual outcome will depend on future events, circumstances, and matters over which WCL will have no control, including the actions of client management and staff. It will be the responsibility of client management to make implementation decisions, if any, and to determine further courses of action with respect to any matters addressed in the Deliverables. Whilst WCL may assist in the implementation of recommendations, ultimately this is the sole responsibility of client management.
• 8.8 The parties acknowledge and agree that the allocation of risk and liability contained in this Agreement is reasonable in all the circumstances, having regard to all relevant factors and the client’s ability to rely on its own insurance arrangements and other resources to bear or recover any loss or damage incurred for which Wynn Consulting is not liable.
• 8.9 This Clause 8 survives termination of the Agreement for any reason.
• 9 Termination
• 9.1 Cancellation on Notice - This Agreement may be terminated by the client at any time upon 30 days written notice to WCL. Where the Agreement is terminated in this way, the client will pay Wynn Consulting for all additional costs reasonably incurred by Wynn Consulting as a result of the early termination of the Services (the “Termination Costs”), for example costs relating to sub-contractors or relocation costs or as set out in the Statement of Work. WCL will take reasonable steps to mitigate any such Termination Costs.
• 9.2 Termination for Breach or Insolvency - This Agreement may be terminated by either party on written notice in the event that (i) the other party fails to comply with the terms of the Agreement and the failure, if capable of remedy, is not remedied within 30 days following receipt of written notice specifying the failure; or (ii) the other party is unable to pay its debts or has a receiver, administrator, administrative receiver or liquidator appointed or calls a meeting of its creditors or ceases for any other reason to carry on business or in the reasonable opinion of the other party any of these events appears likely.
• 9.3 Termination for Conflict - Should a situation arise due to any action taken by the client that creates a professional conflict of interest as determined by the professional and/or regulatory bodies regulating the activities of Wynn Consulting, WCL may terminate this Agreement without penalty on written notice. WCL will inform the client as soon as reasonably practicable of any situation that occurs that WCL becomes aware of that may create a professional conflict which could result in termination in accordance with this Clause 9.3.
• 9.4 Consequences of Termination
• 9.4.1 On the termination of this Agreement for any reason each party will return to the other any property of the other that it then has in its possession or control, except that solely for Wynn Consulting’s internal audit purposes, WCL may retain copies of any materials and documentation supplied by the client upon which the Services are based.
• 9.4.2 If Wynn Consulting’s Services are terminated pursuant to this Clause 9 before completion of the Services (i) all fees for time spent and expenses properly incurred by Wynn Consulting in accordance with the Statement of Work up to the date of termination will be due and payable immediately by the client; and (ii) in the case of early termination under Clause 9.1 and where the Services are on a Fixed Price basis, if Wynn Consulting and the client are unable to agree the fees payable in the event of such early termination the client will pay Wynn Consulting all sums due at the date of termination in accordance with the payment plan set out in the Statement of Work, the Termination Costs as agreed between the parties, together with fees at Wynn Consulting’s notified fee rates for the time spent in connection with the Services provided during the termination notice period up to the date of termination.
• 9.4.3 Except for matters related to confidentiality or intellectual property rights, the parties will first attempt to resolve any dispute or alleged breach internally by escalating it through management, and, prior to pursuing litigation, use a mutually acceptable alternative dispute resolution process.
• 9.4.4 Termination by either party pursuant to this Clause 9 will not affect rights and obligations which have already accrued to the parties hereunder prior to the termination.
• 10 Regulations
• 10.1 Electronic Communications
• 10.1.1 It is agreed that (i) either party may correspond, convey documentation and generally communicate with the other by email via the Internet (unless the client expressly requests otherwise on specific matters); (ii) neither party has control over the performance, reliability, availability or security of Internet email; and (iii) neither party shall be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, interception, corruption or alteration of any Internet email communication due to any reason beyond its reasonable control.
• 10.1.2 For the convenience of the client documents may be made available in electronic as well as hard copy format. Multiple copies and versions of documents may therefore exist in different media. In the case of any discrepancy the hard copy shall be regarded as definitive.
• 10.2 Data Protection - Each party shall ensure, to the extent it stores and processes personal data in connection with this Agreement, that it shall comply with the provisions and obligations imposed on it by the Data Protection Act 1998 (the “DPA”). The client acknowledge that it and/or its affiliates (i) are the data controller(s) of any personal data relating to it, its affiliates or any third party accessed and/or processed by Wynn Consulting in the course of performing the Services (the “Data”), and (ii) will be solely responsible to third parties for such Data, including, but not limited to, the individuals to whom the Data relates. The client represents and warrants to Wynn Consulting that all data processing and transfers between it and its affiliates on the one hand and Wynn Consulting on the other hand have been and will be conducted in full compliance with any laws or regulations applicable to the protection of Data. WCL shall process Data only in connection with providing the Services and only in accordance with the instructions of the client and its affiliates provided such instructions are reasonable and lawful. In addition, the client shall be solely responsible for determining the existence of, and complying with, any laws or regulations applicable to the protection of Data as they may apply to any Deliverables and client use thereof. In this Clause “personal data” and “data controller” shall have the meanings given in the DPA.
• 10.3 SEC Rules - Notwithstanding the scope of the Services or Deliverables, the client acknowledges that it remains its responsibility to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorisation; (ii) transactions are recorded as necessary (a) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (b) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorisation; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The client will determine the adequacy of its internal accounting controls and financial reporting systems without relying on the Services or Deliverables as the primary basis for making such determination. Finally, the client acknowledges to Wynn Consulting that it is the client’s responsibility to make such disclosures with respect to this Agreement that are required by applicable laws and regulations.
• 10.4 Responsibility for Internal Controls - Client management is responsible for establishing and maintaining an effective internal control system, record keeping, decision-making and other management functions. An effective internal control system reduces the likelihood that errors or irregularities will occur and remain undetected; however, it does not eliminate that possibility. In particular, all internal control systems depend for their effectiveness upon the diligence of the personnel who operate them and can be overridden by persons in positions of trust. Wynn Consulting’s work does not guarantee that errors or irregularities will not occur and any such system of internal control may not detect errors or irregularities should they occur. Unless otherwise provided in the Statement of Work, WCL will not carry out a specific review of any client system or internal controls and accordingly will provide no comments on the ability of the systems and internal controls to support the business or its expected growth in the future.
• 10.5 Euro Issues - Unless stated otherwise in the Statement of Work, WCL will have no obligation under this Agreement to provide any advice or services, identify any issues, or prepare any system, item or materials with respect to the Euro (“Euro Issue”). In addition, we are not responsible for any delay or inability to perform the Services or any inaccuracy and other deficiencies in the Services which results from any Euro Issue.
• 11 General
• 11.1 Force Majeure - Neither party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control.
• 11.2 Assignment - Neither party may assign or transfer any rights or obligations under this Agreement without the prior express written consent of the other party.
• 11.3 Notices - Any notices given pursuant to this Agreement will be in writing, addressed to the relevant contact at the address of the relevant party set forth in this Agreement, and will be considered given when delivered at that address.
• 11.4 Waiver - No term will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent.
• 11.5 Validity of Provisions - If any provision or part of this Agreement is determined to be illegal or unenforceable, such provision or part will be deemed not to form part of this Agreement but the remainder of the Agreement will remain in full force and effect to the fullest extent permitted by law.
• 11.6 Independent Contractor - This Agreement does not make either party an agent or legal representative of the other party, and does not create a partnership or joint venture. Both parties are independent contractors and principals for their own accounts.
• 11.7 Survival - Any provision of this Agreement which by its nature extends beyond the expiry or termination of the arrangements set out in this Agreement will survive such expiration or termination.
• 11.8 Rights of Third Parties - Any rights conferred on third parties pursuant to the Contracts (Rights of Third Parties) Act 1999 will be excluded except (i) in respect of any assignee of Wynn Consulting pursuant to the provisions of Clause 11.2; and (ii) any partner, employee, agent or sub-contractor of Wynn Consulting or an affiliate will be entitled to the benefit of the exclusions and limitations on Wynn Consulting’s liability contained in this Agreement including without limitation Clause 6.4 and Clause 8.
• 11.9 Dispute Resolution Procedures - If, at any time, the client believes WCL’s service could be improved, or is dissatisfied with any aspect of service, the client should raise the matter in the first instance with a Director of WCL. If the client remains dissatisfied, WCL undertakes to agree to independent adjudication by a third party who has proven competence in the specific type of contracted work.
• 11.10 Entire Agreement - This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior oral and written communications and understandings relating thereto. The terms of this Agreement may be amended, modified or changed (including changes in scope) only in writing when signed by both parties. If and to the extent there is a conflict between the Terms of Business and the other parts of this Agreement, the Terms of Business will prevail. Nothing in this Clause 11.10 will exclude either party’s liability to the other for any fraudulent misrepresentations.
• 11.13 Governing Law - This Agreement will be governed by and construed in accordance with Scottish law and the parties irrevocably submit to the exclusive jurisdiction of the Scottish courts to settle any disputes which may arise out of or in connection with this Agreement.