Terms and Conditions

1. Definitions

  1. The Parties
    1. Kinsella HR Solutions Limited of Unit 11, Currock Road Trade Centre, Carlisle, Cumbria, England, CA2 5AD.
    2. the Client here in is a person or a company with whom a contract of supply of services provided by Kinsella HR Solutions Limited exists.
  2. The ‘Retainer’ fee or ‘Subscription’ fee is a payment made to secure Kinsella HR Solutions Limited’s services for a fixed period of time. 
  3. Fixed fee contracts are contracts that cover the performance of an agreed service as outlined in the Quotation for an agreed fee by Kinsella HR Solutions Limited and the Client.

2. Statement of Professional Standards

  1. Kinsella HR Solutions Limited will conduct its business in accordance with the professional standards laid down by the Code of Conduct and Ethics of the Chartered Institute of Personnel and Development (CIPD).

3. Services

  1. Kinsella HR Solutions Limited will provide consulting services to the Client relating to Human Resources work. The specific nature of the services to be provided by Kinsella HR Solutions Limited will be discussed and further specified in the Quotation (“The Services”).
  2. If the Client wishes Kinsella HR Solutions Limited to perform any services other than those specified in the Quotation (including without limitation to provide any additional functionality) or to provide further or other products and / or services, then Kinsella HR Solutions Limited will quote the Client separately for the provision of those services or products.
  3. Unless otherwise agreed in writing by both parties, the terms of this agreement will commence when the Client formally accepts the Quotation and Terms and Conditions in writing, which may be by letter or electronic communication such as by email.
  4. Retained services are for a period of 12 months and the service will terminate after the period that the 12th payment covers has expired. A revised quotation will be issued within the last month of the contractual agreement
  5. All Quotations are valid for a period of 30 days from date of issue prior to confirmation of engagement of Services by the Client.
  6. Any instructions received by Kinsella HR Solutions Limited from the Client for the supply of services / products and / or the Clients acceptance of the Quotation and the Terms and Conditions shall constitute acceptance of the Terms and Conditions of the Contract.
  7. Upon acceptance of these terms of business by the Client, the terms and conditions contained therein are irrevocable and can only be amended with the written consent of Kinsella HR Solutions Limited.

4. Performance 

  1. All written commitments with respect to the timing and scope of the project given to the Client by Kinsella HR Solutions Limited are made in good faith but are made necessarily in advance of;
  2. Knowing the full scope of the difficulty that may pertain to the performance on specific points (for example, unforeseeable difficulty in obtaining certain information requested by the Client). For this reason, whilst Kinsella HR Solutions Limited endeavours to fulfil such commitments to the Client on the timing and the scope of consultancy and other projects the time the scope of the project predicted is an estimation only.

5. Billing 

  1. Actual time spent, products supplied and any other fees such as disbursements that include but are not limited to venue hire, third party costs to carry out any services or other HR associate cost will be used as the basis for billing.
  2. The remuneration structure agreed between Kinsella HR Solutions Limited, and the Client may be based on a number of methods, such as a ‘retainer’ or ‘subscription’, a ‘fixed fee’ or an ‘hourly rate’ or ‘time based’ rate (i.e. day rate, half day rate, hourly rate) but in any event as outlined in the Quotation.
  3. Unless specifically stated as a fixed price quotation, any cost estimates that are, or have been given by Kinsella HR Solutions Limited are estimates only.
  4. Extra time incurred by Kinsella HR Solutions Limited in the performance of the fixed fee component of a contract will be borne by Kinsella HR Solutions Limited, unless it is found that the Client has deliberately withheld information pertaining to the delivery of the agreed services, rendering the contract unachievable within the agreed timescales.
  5. Unless otherwise stipulated Kinsella HR Solutions Limited’s quotations with clients will not include expenses in the pre-arranged fee. Additional fees include but are not limited to mileage, car parking, pre-authorised accommodation costs, room hire costs, recruitment agency /head-hunter fees and any other costs essential to the delivery of the services are levied in addition to the agreed fee.
  6. The Client will pay Kinsella HR Solutions Limited for the cost of any products or services together with Kinsella HR Solutions Limited’s own charge that it imposes for handling and / or obtaining relevant materials.

6. Time Basis Billing

  1. On-site activity is normally provided by the day or half day, except where otherwise agreed in advance. A day will normally be 10.00am -16.00pm actually on site and half a day on-site amounts to 3.5 hours actually on-site.
  2. Off-site activity time includes time spent on the file when not on-site
  3. Where off-site activity is provided 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 hourly rate.

7. Payment Terms

  1. Payments may be required in advance of any service delivery, by invoice or by monthly Standing Order as stipulated within the contract.
  2. All invoices rendered by Kinsella HR Solutions Limited are payable within 7 days from the date of invoice, unless otherwise agreed within the Quotation. The Client agrees to pay Kinsella HR Solutions Limited in full within this time period.
  3. If the client fails to make any payment on time without giving notification of due cause, then Kinsella HR Solutions Limited reserves the right to withhold delivery of any further consultancy or stages of work contained within the Quotations and will not be responsible for any inconvenience, loss or damage so caused.
  4. Without prejudice to Kinsella HR Solutions Limited’s rights under this Agreement, Kinsella HR Solutions Limited shall be entitled to charge and the Client shall pay interest at 2% above the base lending rate of Bank of England per month should the Client fail to pay any invoice by the due date for payment.

8. Stage Payments

  1. Most contracts that extend across several months allow for stage payments. These are negotiated in advance as part of the normal discussions prior to agreement of the Contract and will be outlined in the Quotation.
  2. Kinsella HR Solutions Limited 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 or service 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.
  3. In particular, the Client 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.
  4. Should Kinsella HR Solutions Limited issue draft documents for final changes and approval, it has the right under this agreement to the following: from the date that draft documents are issued, the Client has 14 days to submit any revisions required. Should the Client fail to do so, final documents will be issued and invoiced accordingly.

9. Disclosure

  1. Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), Kinsella HR Solutions Limited will make available to the Client all knowledge, information and expertise in its possession in performing the services.
  2. Activity logs of the services will be provided to Clients upon request. 
  3. Expense receipts wherever practical, will be retained by Kinsella HR Solutions Limited and will be available for inspection upon request.

10. Obligation of the Client

  1. The Client shall give Kinsella HR Solutions Limited not less than 28 days prior written notice of any proposed or actual change of ownership or Clients Company name. This also includes Company address, contact numbers and business practice. The Client shall be liable for any losses incurred by Kinsella HR Solutions Limited for non-compliance to this clause.
  2. The Client shall ensure its employee(s) (as specified in the Quotation or such other person as the Client shall nominate in writing) is available to meet with Kinsella HR Solutions Limited, either face to face, over the telephone or by email when reasonably required by Kinsella HR Solutions Limited for the purposes of discussing the status and progress of the services.

11. Cancellation Rights

  1. The contract may be terminated in the following circumstances:
    1. By either party giving 90 (ninety) days’ notice in writing to that effect; or
    2. Immediately by Kinsella HR Solutions Limited by notice in writing if the Client fails to remedy a breach of this Agreement (including any provision as to payment) within 30 (thirty) days of receipt of a notice from Kinsella HR Solutions Limited advising of such a breach requiring it to do so.
  2. 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.
  3. Annually reviewed service contracts, retainers and subscriptions will not be renewed automatically for a further 12-month period.
  4. Where the cancelled contract relates to a retained or subscription service, where the required notice period is given in accordance with the terms and conditions, services will continue to be provided by Kinsella HR Solutions Limited for the duration of the notice period, at the end of which time, services will be ceased. Where the Client wishes to cancel but insufficient notice is provided, the 12-month contract will continue to its expiration date and services will continue to be provided up to the date of expiry. Where the Client wishes to cancel a retainer or subscription service with immediate effect, the Client shall be liable for paying for the remainder of the contract up to the date of its expiry.
  5. On termination of this Agreement, however occurring, all money’s unpaid by the Client pursuant to this Agreement will immediately become due and payable.
  6. If such monies remain unpaid for a period of 30 days then (without prejudice to other rights that Kinsella HR Solutions Limited may have for breach of this Agreement or otherwise) Kinsella HR Solutions Limited will be entitled to cease consultancy services and to retake possession of any products provided.

12. Cancellation Fees

  1. The following cancellations fees will apply in the case of cancellations along with any additional disbursements and third-party cancellation costs.
    1. On-site pre-arranged meeting - Notice given within 7 days - 100% cancellation charges
    2. Off-site pre-arranged meeting - Notice given within 7 days - 100% cancellation charges
    3. On-site visit day, set training day or event - Notice given within 7 days - 100% cancellation charges
    4. Off-site visit day, set training day or event - Notice given within 7 days - 100% cancellation charges
    5. On-site visit day, set training day or event - Notice given within 14 days - 50% cancellation charges
    6. Off-site visit day, set training day or event - Notice given within 14 days - 50% cancellation charges

13. Quotation Non-Exclusive

  1. The Client acknowledges that Kinsella HR Solutions Limited is providing Services to the Client on a non-exclusive basis and that Kinsella HR Solutions Limited may provide Services of the same or a similar nature as the Services to any other party, unless expressly agreed within the terms of the Quotation.

14. Liability for Advice Given

  1. Kinsella HR Solutions Limited provides information, advice and services based upon information available and provided by the Client 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 decisions. We advise that the data critical to a decision should be independently verified prior to being acted upon. Therefore, Kinsella HR Solutions Limited accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.
  2. To the extent permitted by the law, Kinsella HR Solutions Limited expressly excludes all conditions and warranties whether express or implied.
  3. Notwithstanding any other provision in this Agreement, in no event will Kinsella HR Solutions Limited be liable to any party including the Client for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data or other economic advantage) however it arises whether for breach of this Agreement or in tort. The Client will indemnify Kinsella HR Solutions Limited and keep it indemnified from and against any claims by any third party for or in respect of such damages. Kinsella HR Solutions Limited’s liability is limited to the value of the contract with the Client or the value of the loss whichever is the smaller.
  4. Kinsella HR Solutions Limited does not offer employment tribunal insurance, it is for the Client to source their own. Kinsella HR Solutions Limited, does hold Professional Indemnity Insurance to which a Client can make a claim against in the event of proven negligence of services that has resulted in a financial loss.

15. Publicity

  1. Kinsella HR Solutions Limited shall seek the right from the Client to publicise the fact that the Client is, or was, a client and to utilise the clients name in publicity materials in this respect. Kinsella HR Solutions Limited may also describe in general terms the type of work conducted for the Client but shall not be permitted to link the two without prior permission of the Client in order to protect confidentiality.
  2. Wherever the results of any commissioned work are cited by the Client, the Client agrees to reference Kinsella HR Solutions Limited in order to make it clear who carried out the work, except where Kinsella HR Solutions Limited explicitly waives this right.

16. Confidentiality and GDPR

  1. Kinsella HR Solutions Limited agrees to hold all information provided by the Client confidential where the Client so specifies, save where such information is known to Kinsella HR Solutions Limited already, or exists already in the public domain, until, either the information enters the public domain, or Kinsella HR Solutions Limited 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 Kinsella HR Solutions Limited by a court of law (including non-payment of account) or three years have elapsed, whichever is sooner.
  2.  The Client agrees to hold all information about Kinsella HR Solutions Limited’s proposal(s), fee structures, fees and personnel in the strictest of confidence.
  3.  The Client’s obligations within the Contract (including any obligations to indemnify) under the clauses relating to Intellectual Property, High Risk Activities, Liability and Confidentiality shall survive the termination of the Agreement for whatever reason. Kinsella HR Solutions Limited’s obligations in relation to Confidentiality shall survive the termination of this Agreement for whatever reason.