HDC Americas Inc - Terms of Business - Services

TERMS OF BUSINESS - HDC Americas Inc. Services (USA)


  1. The scope of the Services to be provided to the Client by HDC Americas Inc. (hereafter referred to as HDC Americas) will be agreed in writing between them.

  2. If the Client requires any additional services, or any change to the agreed Services, HDC Americas will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the Client upon request.


  1. If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date that HDC Americas begins to carry out any of the Services.

  2. The Services will continue until they are completed, unless the Appointment is terminated early in accordance with these Terms of Business.


  1. The fees payable for the Services will be as agreed in writing between the Client and HDC Americas. Unless otherwise specified, fees will be payable by monthly instalments against HDC Americas invoices (payment to be due within 30 days from the invoice date).

  2. Out of pocket expenses (including travel, food, accommodation, telecommunications, printing and other costs) will be recoverable in addition to fees and the appropriate amounts will be added to HDC Americas invoices unless otherwise agreed.

  3. HDC Americas standard daily rate is $600.00 US Dollars unless otherwise agreed. The standard hourly rate is $125.00 US Dollars unless otherwise agreed. The daily and hourly rates quoted to the Client are subject to review annually on 1st January.

  4. Meetings, interviews, tender presentations and site meetings will be charged at $360.00 US Dollars per day plus travel, accommodation and subsistence expenses.

  5. HDC Americas will be entitled to compensation on overdue accounts at the rate of:
    • $75.00 US Dollars per week (or part thereof) for invoices below $4,000 US Dollars
    • $150.00 US Dollars per week (or part thereof)for invoices between $4,001 and $8,000 US Dollars
    • 8% per week (or part thereof) for invoices over $8,001 US Dollars
    Compensation is calculated on a daily basis from the due date until full payment is received by HDC Americas.

  6. The daily and hourly rates of HDC Americas quoted to the Client will, unless otherwise agreed, apply to any additional services.

  7. Fees are quoted exclusive of any sales tax. If applicable, this will be added to each invoice and payable by the Client.

  8. Unless agreed in advance, HDC Americas require overseas clients to pay 40% of the agreed fees on signing the agreement.

  9. Payment is in US Dollars and is payable by bank transfer, cheque (to HDC Americas Inc.), cash or bankers draft.

  10. Any exchange rate or bank costs incurred in the process of payment are the responsibility of the client.


  1. The Client will ensure that the HDC Americas is provided in good time with all information needed to enable HDC Americas to perform the Services and HDC Americas will be entitled to rely on that information.

  2. The Client will give all decisions and approvals in a timely manner and provide any additional assistance, which HDC Americas may reasonably request.


  1. HDC Americas will exercise reasonable skill, care and diligence in the performance of the Services in accordance with the standards of the Consultant's profession.

  2. HDC Americas will also use reasonable endeavors to adhere to the programmes agreed with the Client for the provision of the Services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond HDC Americas’s control.


  1. Copyright in all drawings, reports, documents and computer-generated data prepared by the HDC Americas will remain the property of the HDC Americas and all rights are reserved.

  2. Subject to the Client paying all fees and expenses, which are due, the Client will have a licence to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose.


  1. HDC Americas will designate an individual to act as the principal representative of HDC Americas in dealings with the Client concerning the Services. HDC Americas reserves the right to change that individual but will not do so without good reason and will inform the Client of any such change.

  2. HDC Americas will provide the Client with details of the professional qualifications and experience of staff engaged on the Services upon request.


  1. HDC Americas will take appropriate steps to remedy any defect in the Services for which it is responsible and which is immediately notified to it by the Client at any time up to 12 months following completion of the Services.

  2. HDC Americas will have no other liability to the Client, whether in contract or in tort, for any loss or damage suffered by the Client, whether direct, indirect or consequential.


  1. HDC Americas may terminate the Appointment at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them, which is not remedied within 14 days. Failure to pay fees and expenses on the due date will constitute a material breach. HDC Americas has the right to claim for any costs or loss of anticipated profit.

  2. The Client may terminate the Appointment by notice to HDC Americas if HDC Amnericas commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 30 days of notice requiring it to do so from the Client.

  3. Upon termination the Client will pay HDC Americas all fees and expenses due up to the termination date. In the event of early cancellation or wrongful termination by the Client, the Client will in addition pay HDC Americas an appropriate amount of compensation. Termination will not prejudice the accrued rights and liabilities of the parties.


  1. Neither party will assign or subcontract its obligations without the consent of the other. In the event of HDC Americas wishing to subcontract any of the Services, the Client will not unreasonably withhold its consent. HDC Americas will not be relieved of any of its liabilities to the Client in the event of any subcontracting.


  1. The agreement between the parties is governed by US law. Any disputes which cannot be resolved amicably will be resolved by the courts of the US State of Delaware.

  2. These Terms of Business supersede and take precedence over any and all other forms of terms, agreements and conditions.

  3. Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.

  4. By choosing to accept any quote supplied by HDC Americas, or by hiring, commissioning or instructing HDC Americas the Client, by implication acknowledges and agree to these Terms of Business.