Terms and Conditions

The parties: The Queen of Hearts Consultancy (hereinafter known as 'the Consultancy’) of the one part and the Client: (hereinafter referred to as the Client) of the other part, is the party with whom a contract of supply exists or is a user of this site.
BY USING THE SITE OR SERVICES OF THE CONSULTANCY, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL REVISIONS THEREOF.

Completion of Contracts

All commitments with respect to the timing and scope of a project given to the client by the Consultancy - whether verbal or written - are made in good faith but are made necessarily in advance of knowing the full scope of the difficulty that may pertain to performance on specific points (such as acts of God, technical emergencies, or any difficulty in obtaining certain information requested by the client). For this reason, whilst the Consultancy endeavours to fulfil such commitments to clients on the timing and the scope of consultancy and other projects we cannot guarantee performance in either respect.

Confidentiality

The Consultancy agrees to hold all information provided by the Client confidential where the client so specifies, save where such information is known to the Consultancy already, or exists already in the public domain, until, either the information enters the public domain, or the Consultancy is given the same information by a third party, or is released from its confidentiality requirement by the client, or the client is found in breach of contract with the Consultancy by a court of law (including non-payment of account) or three years have elapsed - whichever occurs first.

Submitters must accept full responsibility for the confidentially of data during its transmission to/from us over the Internet. Once received, the Consultancy will treat a submitter's data as strictly confidential. This of course does not apply to payments made to us online, where the client will be re-directed to a secure payment database.

The Consultancy will not rent or sell your personally identifying information to other companies or individuals, unless we have your written consent.

The Consultancy may share the information submitted under the client’s account among all of our services/companies in order to provide you with a seamless experience and to improve the quality of our services. The Consultancy will not disclose your account information to other people or non-affiliated companies, except where specified in this Policy or with your consent. The Consultancy may store and process personal information collected on our site in any country in which the Consultancy or its agents maintain facilities. When you use the Consultancy’s services, you agree to the transfer of your information among these facilities, including those located outside your country.

The Client agrees to hold confidential all information about the Consultancy's proposal(s), fee structures, fees and personnel.

Materials Supplied

The Consultancy agrees to handle any materials, such as product samples or documents, supplied by the client to the Consultancy in a responsible fashion and return them to the client upon request. However, in the event of any mass data sources (such as surveys or questionnaires, or any similar large data sources, particularly paper based sources), the Consultancy only agrees to return these to the Client should the Client request their return prior to the delivery of the same to the Consultancy. In the event that the Client does not request the same prior to their deliver, the Consultancy reserves the right to destroy such documentation, once the necessary data has been entered onto our database for processing. When the Consultancy has agreed to return such documentation to the Client, the Consultancy will not be responsible for any wear or tear occasioned nor for any loss or theft that might occur. All such material is supplied at the client's own risk and no liability for any financial restitution for any direct or indirect value is neither accepted nor any consequential loss.

Time Basis for Contracts

Where applicable, activity time is calculated inclusive of travel time from the prior non-client activity (such as from the consultant's home, office, or third party premises).
The unit of activity can be calculated according to the Day or hour, and is dependant on the project undertaken.

Activity time includes all office time spent acting for the client.
Where the unit of activity is by the hour, all travel, office, administrative, preparatory, production and telephone time in addition to actual client meetings and external interviews, are chargeable at the agreed rate for the individual concerned.

Activity logs can be provided to clients upon request.

Payment Terms

The client agrees to be bound by the payment terms stipulated in the contract. The Client agrees that in some cases, full payment may be requested prior to the start of any consultancy work.

If the client fails to make any final payment without giving notification of due cause, then the Consultancy will withhold delivery of any final reports and will not be responsible for any inconvenience, loss or damage so caused.

The currency of payment will be stipulated in the client contract. Both parties agree to accept this in respect of all invoices and payments.

The client agrees to pay all government taxes and duties, regardless of origin, that may apply to all payments to the Consultancy. The client further agrees that, should there be a change in type or value during the life of the contract, whether favourable or unfavourable to the client, he will be responsible for them in totality. Each party will be responsible for recovering his own entitlements in respect of pre-payments (for example in respect of VAT, GCT, or other sales tax).

Invoices may be submitted to clients in electronic or paper-based formats. Once invoices are deemed to be delivered electronically immediately after they are sent. Paper-based invoices are regarded as delivered once the normal expected delivery time set out by regular postal services or express courier services have passed. It is the responsibility of the client to inform the Consultancy if an expected invoice has not been delivered, otherwise the Consultancy will presume receipt of the invoice and expect payment within the time specified on the invoice. In the event of invoices lost in the post or during the delivery process, a replacement invoice will be provided to the client at no additional charge.

Expenses

Unless otherwise specified, expenses will include not only the delivery of the product/service but the total time spent for development of the product/service.
'Reasonable' travel expenses are those generally applied within international corporations for their senior executives. They vary to reflect the different standards applied to business travel in various parts of the world. For illustrative purposes, they include Business Class international air travel, accommodation and incidental costs within an hotel suitable for international business affairs, all meals whilst acting on behalf of the client within an hotel's restaurant or an equivalent grade of individual premises, 1st class rail travel, taxis and car-hire costs for a mid-size or executive size vehicle as appropriate, entertainment costs for third-party contacts made on behalf of the client commensurate with obtaining the maximum value-for-money from the contact for the client. Where appropriate to the circumstances, we reserve the right to vary the class of travel to meet the business need. The client so authorises agreement to the same.
Travel and hotel expenses must be paid in advance of travel.
Expenses incurred in foreign currency will be billed at the actual exchange rate obtained (gross rates, including commission, handling charges etc, will be used) except where this rate is not immediately available, such as for some credit card charges, when either the last rate obtained or an estimated rate will be used at the Consultancy's discretion.

Expenses are charged to the client at the gross invoice value. Expenses will be charged inclusive of any sales taxes (or similar fiscal levies) where these are payable by us, whether or not we may be able to subsequently reclaim any part of these. VAT/GCT (and any other relevant tax) will be added to the invoice amount in line with current government legislation at the rate ruling at the time of invoice.

Any additional charge for incidental expenses such as telephone, fax, copies of client commissioned reports, and presentation materials would normally be waived, except where such costs represent the sole means by which contact is made with the client (if the client is based overseas), or where such costs represent a significant proportion of the project value or time.
The client should note that travel fares are sometimes charged on the basis of travel to and from the Consultancy’s premises, which may not be the actual journey made, as our consultants may be travelling from a location required for another client's business.
The Consultancy’s employees are required to obtain receipts for expenses wherever practical. These are retained by the Consultancy and are available for inspection by the client upon the client’s request.

Fees

The remuneration structure agreed between the client and The Consultancy may be based on a number of methods. These are a 'retainer', a 'fixed fee', a 'time based rate' (e.g. day rate, also known as a per diem fee, or an hourly rate), a 'success fee', and a 'brokerage' or 'finder's'' fee'.
The client agrees to pay The Consultancy according to the fee structure outlined in The Consultancy's project proposal, as amended by subsequent written correspondence.

'Retainer fee' shall be defined as a payment made to secure The Consultancy's services for a fixed period of time. The retainer shall be automatically renewed except where either party gives the appropriate notice or is in breach of the contract or where otherwise defined in the specific terms of the contract.

Fixed fee contracts cover the performance of an agreed service as outlined in our Project Proposal for an agreed remuneration. Extra time incurred by The Consultancy in the performance of the 'fixed fee' component of a contract shall be borne by The Consultancy. The fee shall be fixed in the currency in which the quotation is made. Any additional services requested to the agreed contract shall incur an additional service fee, and the original “fixed fee” agreed to in such instances shall not bind the Consultancy.

Where The Consultancy introduces the client to a third party, which The Consultancy identifies to the client as a potential 'partner,' The Consultancy shall receive a payment from the client by way of a 'success fee', 'brokerage fee' or 'finder's fee'. The fee shall be triggered under the circumstances defined in the particular contract with the client, or in the absence of such agreement, by the conclusion of a legally binding agreement with a third party where this agreement results in significant part from the actions of The Consultancy under the consultancy agreement and where the partner was explicitly identified to the client by The Consultancy. It shall normally be expressed as a percentage of the 'value' associated with the triggering event. The percentage rate will be determined in advance by negotiation to reflect the degree of involvement of The Consultancy in the identification process.

In the context of this clause, 'partner' shall include, but not be limited to, all of the following: companies and individuals with whom the client concludes a collaboration agreement; businesses acquired, whether for cash or equity; licensees and cross-licensees of intellectual property rights; joint-venture partnerships; distribution agreements with wholesalers, distributors and sales or marketing agents.

Where the Consultancy provides an introduction whilst acting on behalf of the client that may lead to a right to a finder's fee subsequent to the completion of the assignment with the client, the Consultancy shall be entitled to the said finder's fee whenever the agreement between the parties is concluded.

Phased Payments

The Consultancy shall have the right to suspend all work on behalf of the client should these payments not be made on time to the agreed schedule. Any adverse impact that this suspension has upon the completion schedule or the quality of the product for the client shall be at the client's sole responsibility. This right applies not just to the contract in arrears but also any other contracts with the client, whether or not payments against these contracts are in arrears.

Clients should note that where it has been agreed that payment of all or part of a contract is to be made 'in advance,' work will not commence on the client's behalf until payment is actually received. Payments are not regarded as received until all cheques are cleared with our bank.

Phased payments are general in one of the following forms:

Three payments of one-third of the total for each payment
Two payments of 50% each

For both types of phased payments, the first payment is to be made before the commencement of the work, with the final payment being made 10 working days before the release of the final report.

Passwords

In the event that the client is provided with a password to access any part of this site, or a linked site, the client agrees to safeguard the user name and password he/she is provided to access this Site. The client authorizes the Consultancy to assume that any person using the Site with the client’s user name and password either is the client or is authorized to act for the client. The client may only use password-protected areas while he/she is a registered user.

User Obligations

The client agrees not to do any of the following while using the Site:

Violate any applicable law or regulation;
post or transmit any Content that the client does not have the right to post or transmit under any law, contractual duty or fiduciary relationship;
post or transmit any Content that infringes a third party's intellectual property rights, rights of publicity or privacy;
post or transmit any Content that is unlawful, untrue, harassing, libellous, defamatory, abusive, tortuous, threatening, harmful (including but not limited to viruses, corrupted files, or any other similar software or programs) or otherwise objectionable;
access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
tamper with the structure and Content of the site, or postings of other users; gather and use information, such as other users' email addresses, available from the Site to transmit any unsolicited advertising, "junk mail", "spam", or "chain letters;"
post false or misleading information about a product or service;
frame or link to the Site except as permitted in writing by the Consultancy;
or impersonate or misrepresent Your affiliation with any person or entity.

Recruitment of Personnel

Each Party undertakes not to attempt to solicit or procure the services of staff employed by the other party who are involved in the performance of this contract during the course of this contract and for a period of six months thereafter without the written permission of the other party.

The client agrees to pay the Consultancy a 'finders fee' should the client recruit a consultant from the Consultancy to a paid employment position within two years of the conclusion of any work on behalf of the client by that Consultant or of that Consultant being introduced to the client whichever is the later.

In respect of this clause, the definition of 'Consultant' shall include all the Consultancy’s employees and Associates that are involved in the provision of services to the Client under this or any other contract.

The 'finders fee' shall be 30% of the first year's gross remuneration payable by the Client or its Associates to the Consultant

Illegal activities

The Consultancy will not carry out any illegal activities on behalf of the client. Any requirement in this respect will nullify this contract in respect of performance and the Consultancy will be entitled to recover in full its fee and expenses.

The client agrees not to make any illegal use of any information provided by the Consultancy.

Neither party shall be liable to the other for any indirect, special or consequential damages.

Replies

As much as possible the Consultancy aims to e-mail replies within one to three days of receiving requests. However, we accept no responsibility for e-mail transmission/delivery failures or delays howsoever caused.

Publicity of Work Carried Out by the Consultancy

The Consultancy has the right, without further reference to the client, to publicise the fact that the client is, or was, a client and to utilise the client's name in publicity materials in this respect. The Consultancy may also describe in general terms the type of work conducted for the client.

Wherever the results of any commissioned work are cited by the client, the client agrees to make due reference to the Consultancy so as to make it clear who carried out the work, except where the Consultancy explicitly waives this right (in writing).

Limitations of Service

The client understands that entering into a relationship with a consultant of the Consultancy does not entitle him/her to client privileges that may be associated with any professional certifications or licenses that the Consultancy’s consultants may hold.

Advisory Liabilities

The Consultancy provides information, advice and services in good faith based upon information available at the time. We do not warrant the accuracy of information provided. It is for the client to decide whether or not to accept our advice in making his/her own management or personal decisions. We advise the Consultancy accepts no liability for the consequences of its information opinions and advice whether direct or indirect.

Cancellation Rights

The contract shall be regarded as a whole unless there are break points within it agreed in advance or it is divided into stages or where it is subject to periodic renewal. Where no such division is agreed in advance and stipulated in the contract, the client shall be liable for the totality of the value of the contract - including all expenses incurred to the date of cancellation - whether or not the client wishes the work to be completed.

In the event of cancellation, expenses incurred referred to in this Clause shall be interpreted as including all monies spent on behalf of the client plus all spending irrevocably committed to on the client's behalf by the Consultancy up to the date of cancellation plus any cancellation charges that may be levied by third party suppliers as a result of the contract cancellation.
In the event of cancellation, expenses incurred by the Consultancy shall be interpreted as including all monies spent on behalf of the client plus all spending irrevocably committed to on the client's behalf by the consultancy up to the date of cancellation plus any cancellation charges that may be levied by third party suppliers as a result of the contract cancellation.
In the event of a cancellation, the client is also expected to pay to the Consultancy any administrative charges to carry out the cancellation process which the Consultancy deems necessary.

Right to Decline Offer of Service

We reserve the right to decline to offer assistance where a party’s requests are deemed to be beyond the scope of our services, or where for any other reason, we believe that taking on a client will prove disadvantageous to the continued provision of valuable service to others. We reserve the right to decline providing a full and clear explanation as to why we have decided to refuse service to a party.

Insolvency

The Consultancy shall have the right to discontinue immediately all work for the client should he or another person petition for his bankruptcy, or he be declared insolvent, or he be placed into administrative receivership or be generally unable to pay his bills as they become due.

In these circumstances the Consultancy will also be entitled to have a general lien on all goods and property of the client that is within the Consultancy's possession and, following 14 days notice to dispose of such goods and property in such manner and at such prices as the Consultancy thinks fit and to apply the proceeds towards such debts.

Indemnity

You agree to defend, indemnify, and hold harmless the Consultancy, its officers, directors, employees, agents, and its Content Providers from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, made by any third party due to or resulting from Your use of the Site or the Site Content or Your violation of this Agreement.

Force Majeure

Whilst the Consultancy agrees to use its best endeavours to perform the contract for the client as specified, the Consultancy will not be responsible for any delays or failure to complete the contract which are beyond the Consultancy's control and which could not have been reasonably predicted.

Where the delay caused by third party events outside either party's control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances the client will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and the Consultancy will be entitled to recover any costs already incurred.

Reservation of Rights

The Consultancy reserves all of our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that we may have in our web site, its content, and the goods and services that may be provided. The use of our rights and property requires prior written consent of the Consultancy. We are not providing you with any implied or express licenses or rights by making services available to you and you will have no rights to make any commercial uses of our web site or service without our prior written consent.

Applicable Law

You agree that Bahamian Law shall govern this Terms of Use and any dispute arising out of your use of this web site or our products or services.

Limitation of liability

Without prejudice to other more restrictive limitations elsewhere in this contract, liability on the part of the Consultancy is limited to the value of the contract with the client or the value of the loss whichever is the smaller. The Consultancy accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.

Any complaint by the client in respect of work performed by a Consultant in respect of the techniques and methodologies used shall be notified to the Consultancy immediately and by no later than 5 working days after the completion of the Requirement. Failure to do so shall absolve the Consultancy from any liability in respect of the Consultant provided.
Information on this web site or available at the Consultancy, pertaining to external companies, products and/or services, does not constitute an express or implied endorsement by the Consultancy of any of the opinions, products or services offered by the advertised company or organisation.

OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THE SITE CONTENT IS LIMITED TO FIFTEEN DOLLARS ($15.00). NEITHER THE CONSULTANCY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE THE SITE AND THE SITE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNOW OF THE POSSIBILITY OF SUCH DAMAGE. You acknowledge that without these limitations, the Consultancy could not provide free access to the Site.

The Consultancy warrants that Materials provided by us will be of satisfactory quality but do not warrant that the Materials will be error free.

Errors and Disclaimer of Warranties

All of the information contained on the Site is believed to be accurate and reliable. However, the Consultancy cannot guarantee that the information provided will be sufficient or appropriate for every individual or situation. Consequently, YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. Even though we endeavour to ensure that the best possible solutions are provided, THE INFORMATION PROVIDED MAY NOT BE ACCURATE, WORK FOR YOUR PARTICULAR SITUATION or BE SUITABLE and/OR APPROPRIATE FOR YOU.

While the Consultancy will make every effort to provide a sterile server environment, it also does not guarantee that the Site will be error free or that the Site or the servers that operate it are free of viruses or other harmful components. The Consultancy urges all clients and visitors to keep backup copies of material, if any, that You maintain on or use with the Site. If Your use of the Site results in the need for servicing or replacing property, material, equipment or data, we are not responsible for those costs.

Without limiting the foregoing, EVERYTHING ON THE SITE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF AVAILABILITY, ACCURACY, RELIABILITY, TIMELINESS, SECURITY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to You.

THE CONSULTANCY ALSO MAKES NO WARRANTY THAT THE SITE WILL MEET USER'S REQUIREMENTS NOR DOES THE CONSULTANCY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SITE. THE CONSULTANCY MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM THE CONSULTANCY OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Headings

The headings in this document are inserted for the user’s convenience only, and shall not affect the construction or interpretation of these Terms and Conditions.
Where the delay caused by third party events outside either party's control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances the client will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and the Consultancy will be entitled to recover any costs already incurred.

Integral part of contract

The client, in signing the contract, accepts that all of these terms have been read, understood and agreed.

The client agrees that all of the above terms form part of the contract between the Consultancy and the client, except where explicitly excluded or modified by the contract and shall take precedence over and shall not be varied by any other means including any terms or conditions that the client may from time to time apply to suppliers.

Changes in Terms and Conditions

The Consultancy may modify or terminate its services from time to time, for any reason, and without notice, including the right to terminate with or without notice, without liability to you, any other user or any third party. The Consultancy reserves the right to modify these Terms and Conditions from time to time without notice. Please review these Terms and Conditions regularly so that you will be aware of any changes.

Miscellaneous Information

If for any reason a court of competent jurisdiction finds any provision or portion of the Terms and Conditions to be unenforceable, the remainder of the Terms and Conditions will continue to be in full force and effect.

These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms and Conditions will be effective only if in writing and signed by an authorised Director of the Consultancy.

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