Galvin International Standard Terms and Conditions

The purpose of these Terms and Conditions (agreement) is to confirm the terms of our agreement concerning the provision of consultancy services (the Services) to you in relation to your international project (a Project).

References in this agreement to “you” and “your” refer to the client specified in the Invoice and “Galvin”, “we”, “us” and “our” refer to John Galvin Limited (trading as Galvin International) and our permitted sub-contractors.

  1.  Term of this agreement and our duties

    1. We shall provide our Services to you commencing on the date of your signature of this agreement below (or such other date as is agreed in writing between the parties) until this agreement is terminated (either in whole or in relation to specific Projects) in accordance with clause 11 below.

    2. We have the right to sub-contract our duties under this agreement to members of our network from time to time in our discretion, provided that we will remain liable to you for the acts and omissions of any such sub-contractors as if they were our own acts or omissions.

    3. Unless agreed otherwise in the Invoice (as defined in clause 2.1 below), you hereby appoint us as your non-exclusive supplier of the Services within the territory/(ies) set out in the Invoice (the Territory) during the term of this agreement.

    4. If we (including our sub-contractors) are unable to provide the Services due to illness, injury or other reason outside our reasonable control, we shall notify you as soon as reasonably practicable.

    5. Unless you have specifically authorised us in writing (whether in an Invoice or otherwise), we have no authority and shall not hold ourselves out as having authority to bind you, unless you.

  2. Invoice

    1. The Services to be provided by us under this agreement in relation to a Project shall be detailed in the invoice relating to this agreement and agreed by you or such other form as is agreed (an Invoice), which may incorporate the terms of the relevant proposal to which the Project relates.

    2. On sending of the finalised Invoice to you, it shall become part of and subject to the terms of this agreement.

    3. Once an Invoice has been sent to you, no amendment shall be made to it except in accordance with clause 5.

  3. Galvin's obligations

    1. We shall:

      1. provide the Services with all reasonable care and skill and in accordance with applicable laws and relevant rules of professional conduct;

      2. appoint a manager in respect of each Project, who shall have authority contractually to bind us on all matters relating to that Project and to provide a primary point of contact between the parties in relation to that Project; and

      3. use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of your premises to which we require access for the purposes of the Services, provided that we shall not be liable under this agreement if, as a result of such observation, we are in breach of any of our obligations under this agreement.

  4. Your obligations

    1. You shall:

      1. co-operate with us and our sub-contractors in all matters relating to the provision of the Services and appoint a manager in relation to each Project who shall have the authority contractually to bind you on matters relating to that Project and to provide a primary point of contact between the parties in relation to that Project;

      2. provide us and our sub-contractors in a timely manner and at no charge with (i) materials, data and other information; and (ii) access to such of your facilities and premises, in each case as is reasonably required for the provision of the Services; and

      3. inform us of any health and safety rules and regulations and any other reasonable security requirements that apply at any of the relevant premises to which we require access for the provision of the Services.

  5. Change control

    1. Our respective managers shall meet at regular intervals (as agreed between us from time to time) during the course of a Project to discuss matters relating to the Project.

    2. If either party wishes to change the scope or execution of the Services in relation to a Project (a Change), that party shall submit details of the requested Change to the other in writing.

    3. Within a reasonable time of receipt of such a requested Change, we shall provide a written estimate to you of:

      1. the likely time required to implement the Change;

      2. any necessary variations to our Fees arising from the Change; and

      3. the likely effect of the Change on the relevant Invoice.

    4. If, having reviewed the estimate above, you wish for us to proceed with the Change, the parties shall agree and sign a revised Invoice reflecting the estimate above. On signature of the revised Invoice the scope of the Services shall be deemed to be varied and we shall provide the Services in accordance with the revised Invoice.

    5. Notwithstanding clauses 5.1 to 5.4, Galvin may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the Fees for the Services. Where practicable, we will give you at least one month’s notice of any such change.

  6. Introduction Services

    1. Where the Services include us making Introductions to Prospective Business Partners (as those terms are defined below) within the Territory (Introduction Services), you hereby appoint us as your non-exclusive representative and introducer within the Territory for those purposes including the authority to:

      1. approach Prospective Business Partners in the Territory with a view to introducing them to you, with (amongst other things) the intent to provide their products or services to you; and

      2. negotiate on a non-binding basis and within any limits agreed in the Invoice or otherwise from time to time in writing with Prospective Business Partners as your representative in the Territory.

    2. For the purposes of this clause 6:

      1. Prospective Business Partner means people or businesses you are not already in business with at the commencement date of the Services in question; and

      2. Introduction means providing you with the contact details of a relevant person of authority at the Prospective Business Partner (and Introduced will be interpreted accordingly).

    3. You are under no obligation to:

      1. follow up any Introduction made by us; or

      2. enter into an agreement with a Prospective Business Partner who was Introduced by us to you (a Relevant Agreement),

 and you acknowledge that any further dealings in that respect are solely your responsibility and liability.

  1. Fees, Expenses and invoicing

    1. You shall pay the fees set out in the Invoice in respect of the provision of the Services (the Fees).

    2. Where Services are provided for a fixed Fee, the total Fee for the Services shall be the amount set out in the relevant Invoice.

    3. Unless otherwise expressly agreed in writing between the parties, any Fee excludes (and you hereby agree to pay in addition to the Fees):

      1. applicable VAT and other taxes or duties (VAT), which we shall add to our invoices at the appropriate rate.

    4. We shall submit invoices to you for the applicable Fees and Expenses (together with applicable VAT). Unless agreed otherwise with us, you will pay such invoices in advance.

    5. All amounts due under this agreement shall be paid by you in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). We are entitled to deduct from any sums payable to you, any sums that you may owe us at any time.

    6. If you fail to pay Fees, Expenses or VAT due by the due date, you acknowledge that we may suspend all Services to which the withheld sums relate until payment has been made in full; and we have the right to charge you (and you shall pay) interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.

  2. Confidential information

    1. We shall not use (save to the extent reasonably necessary to perform the Services) or disclose to any person either during or at any time after our engagement by you any confidential information about your business or affairs or about any other confidential matters which may come to our knowledge in the course of providing the Services. For the purposes of this clause 8, confidential information means any information or matter which is not in the public domain and which relates to your affairs.

    2. The restriction in clause 8.1 does not apply to:

      1. disclosures of confidential information made to our employees, officers, representatives, sub-contactors or advisers to the extent reasonably required for the provision of the Services, provided that such persons are bound by confidentiality restrictions no less strict than those set out in this agreement;

      2. any use or disclosure authorised by you or as required by law; or

      3. any information which is already in, or comes into, the public domain otherwise than through our unauthorised disclosure.

  3. Intellectual property

    1.  Except to the extent expressly agreed otherwise in an Invoice, all intellectual property rights in documents, manuals, hardware, software and other materials arising, or provided by one party to the other, in each case in relation to the provision or receipt of the Services, will remain the property of the party creating or providing it (or the property of its licensors).

    2. License Grant. You hereby grant to us and our Suppliers a worldwide, right and license for us to use any of your Data solely as necessary to carry out our obligations under this Agreement and to your name to indicate you as a customer of ours.

  4.  Limitation of our liability

    1.  Nothing in this agreement limits or excludes our liability for:

      1. death or personal injury caused by our negligence;

      2. fraud or fraudulent misrepresentation; or

      3. any other liability which cannot be limited or excluded by applicable law.

    2. We shall not be liable for any delay or failure in performing our obligations under this agreement if such delay or failure results from events, circumstances or causes beyond our reasonable control. In such circumstances we will be entitled to a reasonable extension of the time for performing such obligations.

    3. Subject to clauses 10.1 to 10.2, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement (including any Project) for:

      1. loss of profits;

      2. loss of sales or business;

      3. loss of agreements or contracts;

      4. loss of anticipated savings;

      5. loss of or damage to goodwill;

      6. loss of use or corruption of software, data or information;

      7. loss or damage resulting from the acts or omissions of Prospective Business Partners with which you engage; or

      8. any indirect or consequential loss.

    4. Subject to clauses 10.1 to 10.3, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with any Project shall be limited to, in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, the total sums paid by you to us in that period.

  5.  Cancellation and Termination

    1. You have a right to cancel this contract within 14 days by notifying us in writing or by email to contact@galvininternational.com. As stated clearly in our marketing, our services start with immediate effect and you are deemed to have consented to us starting the project immediately. So if you decide to cancel, we will reimburse you for the invoice sum less:

      1. the services you have already had the benefit from in the period prior to us receiving the notice; and

      2. administrative and banking costs of refunding to your account. These typically amount to GBP 50.00

    2. If we have effectively completed the project by the time we receive notice of your cancellation, or if the reimburseable amount is nil, we reserve the right not to refund.

    3. You may terminate this agreement (including any related Invoice(s)) in whole, or in part in relation to any specific Project(s), on one calendar month’s written notice to us.

    4. Either party may terminate this agreement at any time with immediate effect:

      1. in relation to a specific Project (including the related Invoice), if the other party is in material breach of any of its obligations under this agreement in relation to that Project and fails to remedy such breach within 30 days of receipt of written notice from the non-breaching party detailing such breach; and

      2. if the other party becomes insolvent or undergoes any form of administration, liquidation, winding-up procedure, voluntary arrangement or other similar procedure.

  6. Effect of termination

    1. On termination of this agreement (whether in whole or in part in relation to any specific Project(s)):

      1. you shall immediately pay to us any accrued Fees and Expenses and VAT at the date of termination (in relation to the Project(s) being terminated, as applicable) which shall, where applicable, include a pro-rata fee based on the proportion of the Services provided by us at the date of termination in relation to such Project(s);

      2. each party shall return any of the other party’s property in its possession and any original or copy documents obtained in the course of the provision of the Services in relation to the Project(s) being terminated. Each party undertakes to irretrievably delete any information relating to the other party’s business stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in that party’s possession or under that party’s control in relation to the Project(s) being terminated; and

      3. any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after such termination including clauses 6, 7.4, 8, 9, 10, 12, 13 and 15, shall remain in full force and effect.

  7.  Status

We will be an independent contractor and nothing in this agreement shall render us (or any of our sub-contractors) an employee, worker, agent or partner of you and you shall not hold us out as such. If during the course of our relationship you have any concerns about our service you can raise these with John Galvin in the first instance. If you raise any concerns which John cannot address to your satisfaction you have the right to take that issue up with our professional body namely ICAEW, the Institute of Chartered Accountants in England and Wales.

  1.  Entire agreement, variation and third party rights

    1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    2. This agreement may only be varied by a document signed by both parties.

    3. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than us and you shall have any rights under it.

  2. Governing law and jurisdiction

    1. This agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

    2. The courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of this agreement.

Galvin International

Terms of website use

This terms of use (together with the documents referred to in it) tells you the terms of use on which you may make use of our website www.galvininternational.com (our site). Use of our site includes accessing, browsing, or registering to use our site.

Please read these terms of use carefully before you start to use our site, as these will apply to your use of our site. We recommend that you print a copy of this for future reference.

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms of use, you must not use our site.

Other applicable terms

These terms of use refer to the following additional terms, which also apply to your use of our site:

  1. Our Privacy Policy http://galvininternational.com/webpages-johngalvininternationalaccountingtaxpayroll/privacy.php which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

  2. Our Cookie Policy http://galvininternational.com/webpages-johngalvininternationalaccountingtaxpayroll/privacy.php, which sets out information about the cookies on our site.

Information about us

www.galvininternational.com is a site operated by John Galvin Limited ("We"). We are registered in England and Wales under company number 04506301 and have our registered office at 344 – 354 Gray’s Inn Road, London WC1X 8BP, United Kingdom.

Changes to these terms

We may revise these terms of use at any time by amending this page.

Please check this page from time to time to take notice of any changes we made, as they are binding on you.

Content on our site

We do not guarantee that our site, or any content on it, will be free from errors or omissions and have no liability to you in that regard. We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Accessing our site

Our site is made available free of charge. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our site. You should use your own virus protection software.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors. If we do permit any such use, our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

If you print off, copy, download or otherwise use any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Refunds and cancellations

You have a right to cancel this contract within 14 days by notifying us in writing or by email to contact@galvininternational.com. As stated clearly in our marketing, our services start with immediate effect and you are deemed to have consented to us starting the project immediately. So if you decide to cancel, we will reimburse you for the invoice sum less:

  • the services you have already had the benefit from in the period prior to us receiving the notice; and

  • administrative and banking costs of refunding to your account.

Limitation of our liability

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage whatsoever, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, our site or use of or reliance on any content displayed on our site.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content of any websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

If you wish to make any use of content on our site other than that set out above, please contact contact@galvininternational.com.

Applicable law

These terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Trade marks

Galvin International is a trade mark of John Galvin Limited.

Professional Indemnity Insurance

In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Bluefin Professions, of Castlemead, Lower Castle Street, Bristol BS1 3AG, UK. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada.

Regulatory Body and Codes of Conduct

We hold a practising certificate from the Institute of Chartered Accountants in England and Wales. We are subject to the Institute’s Code of Ethics which can be found a thttp://www.icaew.com/regulations.

Contact us

To contact us, please email contact@galvininternational.com.

Thank you for visiting our site.

Find us

London

Contact: John Galvin
Mobile: +44-(0)7905-797723 | Office: +44-(0)203-755-3706
Email: john.galvin@galvininternational.com
Address: 344-354 Gray's Inn Road, London WC1X 8BP, United Kingdom

New York

Contact: Brandon Rosenthal
Mobile: +1-914-906-0474 | Office: +1-212-452-7810
Email: brandon.rosenthal@galvininternational.com
Address: 450 Lexington Avenue, New York, NY 10017, USA