These terms set out the basis on which Dorade Projects Limited ("Dorade") undertakes client projects and assignments.   They apply to all work undertaken by Dorade, small or large.

Instructions .
Dorade will normally require instructions to be confirmed in hard copy or electronic form but it is recognised that in short or urgent cases this may not always be practical.

Dorade expects to be retained to the completion of every project or assignment but you are entitled to terminate the project or assignment at any time by giving written notice.  

Dorade has the right to terminate its involvement in a project or assignment in the event of any of the following events:

• A conflict of interest arises
• You fail to pay Dorade's charges on time
• Dorade considers that it is not in your best interests that Dorade continues to act
• Dorade becomes aware of any illegal or unethical activity in your business
• Circumstances beyond Dorade's control make continued performance impracticable.

If you, or Dorade, terminate the project or assignment early you will remain responsible for Dorade's charges incurred up to termination together with any committed costs and expenses and the charges reasonably necessary to complete the work in hand and effect an orderly handover.   Neither Dorade nor you shall have any claim against the other for any loss arising from early termination or withdrawal.

Scope of Work.
The scope of work for each project or assignment shall be as agreed between you and Dorade at the outset of each instruction.   It may be extended by agreement.

Fraud detection, prevention and non-compliance with applicable law and regulation
Responsibility for the detection and prevention of fraud, error and non-compliance with any law or regulation applicable to a client's business rests with the client.

Where Dorade is expressly engaged to assess a client's compliance with a specific law or regulation it will do so using reasonable judgment on the basis of the information and material made available by the client.

Liability
Dorade Projects Limited alone will be responsible for the performance of the engagement contract.   You agree that you will not bring any claim whatsoever in relation to the engagement whether in contract, tort (including negligence), breach of duty or otherwise against any member, director or employee of Dorade Projects Limited.   This exclusion does not apply to any liability that cannot be excluded under the laws of England and Wales.

Limitation of Liability
Dorade will accept liability to pay damages for loss arising as a direct result of breach of contract or negligence on Dorade's part in respect of services provided in connection with or arising out of a client engagement BUT the liability of Dorade, its directors and staff (in contract, negligence or otherwise) shall in no circumstances exceed in aggregate the actual sum paid to Dorade by way of fees by the client in respect of the engagement complained.   This limit shall not apply to any liability which cannot be limited or excluded by law.   If this limit shall be considered unreasonable then it shall be replaced by a limit of 10 (ten) times the the fees actually paid by the Client to Dorade by way of fees in respect of the engagement complained of.

Any legal proceedings arising from or in connection with the engagement must be formally commenced within 12 months from the date when the party bringing the proceedings becomes aware or ought reasonably to have become aware of the facts which give rise to the liability alleged and in any event not later than 24 months after any alleged breach of contract, negligence or other act or omission.

Any oral or draft reports which Dorade may provide will not constitute Dorade's definitive opinion and conclusion. These will be contained solely in Dorade's final written product.

Dorade's reports and work product are prepared for the exclusive use of the client.   Dorade's report may not be disclosed to any other person and Dorade will not accept or assume responsibility or accept liability for or in connection with any other purpose for which Dorade's report or opinion may be used, or to any other person to whom Dorade's report is shown or into whose hands it may come.   No other person shall be entitled to rely on Dorade's report except when they have obtained Dorade's prior written consent to do so.

Electronic Communications .
During the project or assignment Dorade and the client may communicate with each other by e.mail, VOIP and other electronic means.   However the electronic transmission of data and voice cannot be guaranteed to be secure or virus or error free and could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use.   Dorade and the client each recognise no systems or procedures will guarantee that transmissions will be unaffected by such events.

Dorade and the client confirm that they each accept the risks of and authorise the use of electronic communications.   Dorade and the client each agree to use commercially reasonable procedures to check for viruses and shall each be responsible for protecting their own systems and interests in relation to electronic communications and Dorade and the client shall have no liability to each other on any basis in respect of any error, damage, loss or omission arising from electronic communications, provided that this exclusion shall not apply to the extent that any liability arises from the criminal or fraudulent acts or representations made by any employee of Dorade or the client.

Fees .
Dorade's fees will be paid by the client.

The charge for fixed price and menu based products will be as quoted by Dorade to the client.   In other cases Dorade's fees will be based on the time engaged on the project or assignment and on the level of skill and responsibility involved.   Estimates will be provided on request.  

Fees will be raised on VAT invoices at regular intervals, usually monthly or fortnightly, during the project, commencing at first instruction.   Down payments may be required on any project and will be requested on every project which requires the commitment of other assets, consultants or sub-contractors or mobilisation costs for Dorade staff.

Fees will be due on presentation of invoice.   Dorade shall be entitled to charge interest at the statutory rate on any invoice which has not been settled 14 days' after delivery.   Any disagreement over the level of any invoice shall be notified to Dorade in writing within 14 days of delivery.

Dorade shall have the right to retain and exercise a lien over all data, papers, documents and other material or possessions belonging to the Client pending payment of its duly rendered fees.

Confidentiality .
So far as it is lawful to do so Dorade will maintain and will ensure that its staff respect and maintain the confidentiality of any matters, material and data disclosed by a client during the course of a project or assignment.   This obligation of confidentiality applies to the affairs of all Dorade's clients without exception.

Data Protection Act
Dorade may obtain use process and disclose personal data about you in order to perform its engagement and for related purposes including maintaining client records, analysis for management purposes and statutory returns, legal and regulatory compliance.   You have a right of access to the personal data Dorade holds about you.   For the purposes of the Data Protection Act 1998 the Data Controller in relation to personal data supplied about you is Dorade Projects Limited.

Law
The contract between Dorade and the client shall be governed by and construed in accordance with English law.  

Disputes
Dorade and the Client shall negotiate in good faith to determine any dispute arising between them within 14 days of it arising; at the end of that period it shall, if not resolved, be referred to mediation under the BMF Dispute Resolution   scheme and, if it remains outstanding following such process it shall be submitted to the exclusive jurisdiction of the English Courts.