TERMS AND CONDITIONS GOVERNING THE PROVISION OF CONSULTING SERVICES 

If Customer purchased consulting services from Falesia Consultants (FCS) then the following terms and conditions shall apply to the provision of those consulting services, in addition to any other terms and conditions accepted by Customer when Customer purchased those consulting services (“Agreement”).  

1. Service Agreement. FCS shall provide to Customer and Customer shall acquire from FCS the services set forth in the invoice under which Customer purchased those services and as specified in more detail in the services schedule (if any) attached to that Quote or Order Form ("Consulting Services"). FCS shall provide the Consulting Services through online platform set out on the Quote or Order Form in accordance with the timetable set forth in the Services Schedule (if any). FCS may subcontract all or any portion of the performance of the Consulting Services to one or more authorized third party(ies) under the direction of FCS provided that FCS shall at all times remain responsible for the performance of the Consulting Services.  

2. Payment of Fees and Expenses. FCS will invoice fees, actual expenses and taxes, if any, at the beginning and at service completion maximum in three instalments. Payment is in accordance with Quote or Order Form terms. Customer shall reimburse FCS for all materials, applicable taxes, and all reasonable out-of-pocket expenses incurred by FCS in providing the services including, without limitation, service-related travel and living expenses. Save in the case of pre-approved expenses, FCS shall obtain YOUR prior approval for any travel or travel-related expenses. Customer will include a line item for such expenses on its purchase order or purchase order exception document. 

 3. Limited Warranty. FCS warrants that the Consulting Services will be provided with due skill and care, using the competent and qualified staff. In the event of a breach of such warranty, Customer’s exclusive remedy and FCS’s sole liability shall be limited to FCS’s reasonable efforts to replace the relevant staff with a qualified resource. EXCEPT AS PROVIDED IN THIS SECTION, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

4. Ownership. Nothing in this Agreement shall restrict or prohibit FCS's right to use concepts, techniques, and know-how used or developed in the course of performing the Consulting Services.  

5. Customer Responsibilities. In addition to any Customer responsibilities specified in the Services Schedule (if any), Customer shall provide as necessary, and access to all necessary Customer personnel and information required for FCS to perform work under this Consulting Services Order. Customer acknowledges that such access and facilities is essential to the provision of the work hereunder.  

6. Confidential Information. Through their relationship, FCS and Customer may have access to certain information and materials of the other, that are confidential and of substantial value to the respective party, which value would be impaired if such information were disclosed to third parties ("Confidential Information"). FCS and Customer agree that neither shall disclose any Confidential Information to any third party nor shall take every reasonable precaution to protect Confidential Information.  

7. Termination. In the event either party materially breaches or defaults in the performance of any of its obligations hereunder (which breach or default has not been remedied within fifteen (15) days after written notice is given to the defaulting party specifying the breach or default) or in the event Customer fail to pay FCS any amount required to be paid under the Agreement, the party not in default may by written notice terminate that part of the Agreement relating to the Consulting Services as of the date specified in such termination notice. In the event of termination for any reason, Customer shall pay FCS for all Consulting Services and deliverables (where applicable) provided up to the date of termination at an amount equivalent to that proportion of the Consulting Services provided to the date of termination, as well as for all work-in-process on a time and materials basis at the then-current standard FCS rates for similar services. In the event of termination as aforesaid by FCS for Customer breach, Customer shall also reimburse FCS for all costs incurred to terminate or renegotiate any supplier or subcontract agreements that FCS entered into in connection with this service agreement or for the redeployment of FCS personnel.  

8. Expiration. These terms and conditions shall expire upon completion of the Consulting Services and full payment for the Consulting Services unless earlier terminated in accordance with this section.  

9. Changes. Should Customer desire to modify or extend the work performed under this Consulting Services Order after it has been signed, the parties will develop and sign written change orders. Prior to Customer's issuance of change orders, FCS will provide a detailed description of work to be completed, fee and expense estimates, and duration. Customer will authorize the change order via a written notification prior to FCS initiating any work. Pricing will be set forth in each change order.