Our Processes

©Incident Director is a suite of business continuity and support programmes for small and medium businesses that will provide a proportionate, affordable and business enhancing approach to business continuity management.

©Incident Director aims to provide an overview audit of all risks, hazard and commercial, facing the business and provide a level of guidance that will enable the business to prosper by addressing or being ready to address the risks identified.

©Incident Director is designed to help protect; revenue, reputation, name, brand value, customer and supplier confidence and staff morale, by producing business continuity plans that allow for ongoing business continuity management embedded within an organisation.

Business Continuity Planning with ©Incident Director supported by experienced commercial practitioners and delivered by a software solution will lead to the identification, recording and communication of a best practice environment , for a reasonably priced investment.

©Incident Director will guide business owners towards a best practice business continuity management regime, with practical guidance, solutions and required support at affordable investment that will enhance business performance and in the face of an incident provide the guidance for recovery.

The initial core product ©IDcore is the ©Incident Director managed process whereby one of the principals, or senior associates of ©Incident Director Ltd will visit a business entity and deliver the process by face to face interview with the business principal and the senior managers.

The deliverable is a summary report highlighting perceived areas of likely or highly likely risk that would financially hurt, cripple or cause the business to collapse.

The summary report includes pages of the ©Incident Director manual which identify events and require the business management and staff to establish, and commit to, the business continuity procedures, that will be triggered by the event.

Included within the price of the ©IDcore product the ©Incident Director Associate responsible for the initial report will carry out a first audit within an agreed period of time to ensure that procedures have been established to address each identified incident.

©Incident Director will keep a copy of the completed manual off site in secure storage as a back up to the business retained copies.

TERMS and CONDITIONS

•1   general

•1.1 the accompanying resumé detailing the products (as defined below) ("service description")  explains how  fees, costs and charges ("charges") that apply to the contract are calculated.  if there is any inconsistency between these terms and conditions and the service description, then the terms of the service description shall prevail.

•1.2 in these terms and conditions:

"associate" means an independent agent of idl responsible for the delivery of products on behalf of idl;

 "business principal" means the most senior decision maker of the client who has principal responsibility for its business;

"charges" means the charges for the products set out on the service description as amended or substituted from time to time in accordance with these terms and conditions;

"client" means the person to whom idl will provide the products;

"contract" means the contract for the provision of the products, comprising the service description, these terms and conditions, the order, and idl's acceptance of the order;

"director" means a director on the board of idl;

"document" includes, in addition to any document in writing, any map, plan, graph, drawing or photograph, any film, plates, proofs, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data;

"idl" means incident director limited (company number 5990783) whose registered office is at 37 frederick place, brighton, east sussex bn1 4ea;

"products" mean the products to be provided by idl to the client as described in the service description.

"input material" means any documents or other materials, and any data or other information provided by the client relating to the products;

"order" means the client's request for products howsoever made (provided that any such request shall be made subject to these terms and conditions);

"order acceptance" means idl's acceptance of an order pursuant to clause 2.1 below;

"output material" means any documents or other materials, and any data or other information provided by idl relating to the products;

"representative" means the director, employee, or independent agent/associate of idl who has responsibility for the delivery of the products on behalf of idl;

•1.3 the headings in these terms and conditions are for convenience only and shall not affect their interpretation.

•2    supply of the products

•2.1 each order shall be deemed to be an offer by the client to purchase products subject to these terms and conditions and no contract or binding agreement shall be formed until idl has accepted such order in writing.

•2.2 idl will provide the products to the client subject to these terms and conditions.  any changes or additions to the products or these terms and conditions must be agreed in writing by a director and the client.

•2.3 the client shall at its own expense supply idl with all necessary documents or other materials, and all necessary data or other information relating to the products within sufficient time to enable idl to provide the products in accordance with the contract.  the client shall ensure the accuracy of all input material and shall indemnify idl against all actions, claims, demands, costs and expenses which may be incurred by idl in connection with the communication or use of any input material, except to the extent that it shall have arisen directly from idl's own wilful default or negligence.

•2.4 it shall be a condition precedent to the delivery of the products by idl that the client shall at its own expense:

a) make its business principal exclusively available (at a time and location agreed in advance with the representative) for attendance at an initial 0.5 day meeting with the representative; and

b)make its senior managers (the identity of whom will be agreed in advance between the business principal and the representative) exclusively available for a total of 1.5 days (such period to run consecutively with the time allocated for the meeting between the representative and the business principal pursuant to 2.4 (a) above) for interviews with the representative.

•2.5 the meetings referred to in clause 2.4 above will unless otherwise agreed by the representative be scheduled not less than 14 days in advance and no cancellation may be made by or on behalf of the client within 7 days prior to the agreed date and time.

•2.6 the client shall at its own expense retain duplicate copies of all input material and insure against its accidental loss or damage.  idl shall have no liability for any such loss or damage, however caused.  all output material will be at the sole risk of the client from the time of delivery to or to the order of the client.

•2.7 no variation of these terms and conditions and no oral stipulations or representations beyond the scope of the service description shall be binding on the idl, unless expressly agreed to in writing and signed by a director.

•2.8 idl's employees or agents are not authorised to make any representations concerning the products unless confirmed by a director in writing.  in entering into the contract the client acknowledges that it does not rely on any such representations which are not so confirmed.

•2.9 these terms and conditions shall apply to the exclusion of all other terms and conditions including any terms and conditions which the client may purport to apply under any order, confirmation of order or similar document.  the client should only proceed to allow the products to be provided by idl if it is prepared to accept these terms and conditions without amendment.

•2.10 idl may, without the consent of the client, engage individuals on a sub-contract or consultancy (whether or not operating under a corporate structure) to assist with the provision of the products or to otherwise fulfil its obligations under this contract.

•3 charges

•3.1 subject to any special terms agreed in writing, the client shall pay idl charges and any additional sums which are agreed between idl and the client for the supply of the products.

•3.2 the charges applicable on any particular project are as set out in the service description.

•3.3 charges are exclusive of all value added taxes and other taxes and duties.  idl shall be entitled to charge the amount of any vat or such other tax payable (at the applicable rate from time to time) whether or not included in the invoice or quotation.

•3.4 for the avoidance of doubt, unless otherwise stated to the contrary, charges do not include disbursements. any such disbursements that are incurred by idl in the supply of the products are payable by the client in addition to the charges.

•4 payment

•4.1 unless otherwise stated in the service description, any fixed charges for a project are payable by the client in accordance with the service description prior to commencement of the supply of the products.

•4.2 unless idl otherwise agrees in writing, any additional charges which are agreed outside of the service description shall be paid by the client (without any set off or other deduction) within 21 days of the date of idl's invoice.  time of payment of all charges shall be of the essence of the contract.

•4.3 payment shall be made to idl in sterling or, with idl's prior written permission (which may be given or withheld in idl's sole discretion), by an equivalent sum in another currency.

•4.4 if the client fails to make payment on the due date, idl shall to be entitled (without limiting any other rights it may have) to:

a)cancel or suspend any further delivery or supply of the products; and/or

b)charge interest on the amount outstanding (both before and after any judgement), at the rate of 8% per annum from the date of invoice until the outstanding amount is paid in full.

•4.5 idl shall have no liability to the client under the contract unless all due charges have been paid.

•5 termination and cancellation

•5.1 the products may not be cancelled without idl's prior written consent.

•5.2 any cancellation or suspension of the products which idl agrees to, shall be on the condition that the client shall indemnify idl against any loss incurred wholly or in part by the cancellation or suspension.

•5.3 either party may (without limiting any other remedy) terminate the contract forthwith by notice in writing to the other if the other:

a)commits a breach of these terms and conditions and (where capable of remedy) fails to remedy the breach within 14 days after being required by written notice to do so; or

b)goes into liquidation, makes a voluntary arrangement with his or her creditors or has a receiver or administrator appointed, or (in the case of an individual) becomes bankrupt; or

c)in the case of the client if it ceases or threatens to cease to carry on business; or

d)if idl reasonably apprehends that any of the events set out in clauses (b) and (c) above is about to occur to the client and notifies the client accordingly.

•5.4 upon the termination the client shall remain liable to pay to idl all sums which have accrued due and owed to idl hereunder.

•6 warranties and liability

•6.1 idl warrants to the client that the products will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the service description.  the client acknowledges that the products are in the nature of a mentoring service and that they are provided by idl in conjunction with and in strict reliance on the business principal and other senior managers of the client. therefore subject as aforesaid, idl is not responsible for ensuring the completeness adequacy or effectiveness of the client's disaster recovery plan which is formulated using the products.  in particular idl shall have no liability to the client for any loss, damage, costs, expenses or other claims for compensation arising from any materials or instructions supplied by the client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the client.

•6.2 where idl supplies in connection with the provision of the products, any goods supplied by a third party, idl does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise and any other warranty which would otherwise be implied into the contract is hereby excluded.

•6.3 idl shall not be liable to the client by reason of any representation or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of idl, its servants or agents (including the representative) or otherwise) which arises out of or in connection with the provision of the products or their use by the client. 

•6.4 nothing in these terms and conditions will not exclude or limit idl's liability for fraud or for reckless disregard of professional obligations which cannot lawfully be excluded or limited

•6.5 except in respect of death or personal injury caused by idl's negligence, or as expressly provided in these terms and conditions, the entire liability of idl, its agents and employees in connection with or arising from the provision of products under the contract (or the client's use of such products) shall not exceed the amount of idl's charges for the provision of the products.

•6.6 idl is willing to discuss and agree a higher limit on its liability in return for an increase in charges payable by the client for handling a particular project.  such higher limit must be authorised in writing by a director.

•6.7 idl shall not be liable to the client or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of idl's obligations in relation to the products, if the delay or failure was due to any cause beyond idl's reasonable control, including without limitation, fire, strikes or other industrial action or disputes, acts of god or any other circumstances outside idl's reasonable control.

•6.8 any claim by the client under the terms of this contract or in respect of idl's charges shall be notified to idl within 90 days of the grounds for a claim arising or (where the grounds for a claim are not readily apparent) within a reasonable time after the discovery of the grounds for a claim.  after this time idl shall have no liability under the terms of this contract.

•7 copyright and intellectual property

•7.1  the property and any copyright or other intellectual property rights in:

7.1.1 any input material shall belong to the client;

7.1.2 any output material shall belong to idl, subject only to the right of the client to use the output material for the purposes of utilising the products.  any further use by the client shall require the prior written consent of idl.

•7.2   any input material or other information provided by the client which is so designated by the client shall be kept confidential by idl, and all output material and other information provided by idl which is so designated by idl shall be kept confidential by the client; but the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of either party.

•7.3   the client warrants that any input material and its use by idl for the purpose of providing the products will not infringe the copyright or other rights of any third party, and the client shall indemnify idl against any loss, damages, costs, expenses or other claims arising from any such infringement.

•8  publicity and disclosure

•8.1  idl may disclose that the client is a client of idl and may also disclose its involvement on the client's behalf for marketing and publicity purposes.  products and any output material that is provided to the client may not be either relied on by or disclosed to any other party without idl's prior written consent.  the client shall not refer to idl or any document supplied by idl in any other public document or communication without idl's prior written consent.

•9   data protection

•9.1   in the course of performing the products, the client may provide idl with (or idl may otherwise receive) personal data relating to individuals.  idl will hold, use and otherwise process such personal data for the purposes of performing such products and the client consents to idl processing such personal data.  the expressions "personal data" and "process" (and cognate expressions) shall have the meanings assigned by the data protection act 1998.

•9.2  the client agrees that idl may use this information to assist idl in:

9.2.1 fulfilling the contract set out in the service description and these terms;

9.2.2 supplying information about products idl think may be of interest to the client; and

9.2.3 for related marketing purposes.

•9.3   this information will include contact details and information about work undertaken for the client.  this does not affect the client's statutory rights under the data protection act 1984 and 1998.

•9.4   unless idl have the client's express consent idl will only disclose personal data to third parties if this is required for the purpose of completing the client's transaction with idl.  this is of course subject to the proviso that idl may disclose the client's data to certain permitted third parties, such as members of idl's own group, idl own professional advisers who are bound by confidentiality codes, and when idl is legally obliged to disclose the client's data.

•10  disputes

•10.1  if any disputes arise out of the contract between idl and the client, they shall attempt to settle it by discussion.  in the event that any dispute cannot be settled by discussion the matter shall be referred to each party's managing director (or equivalent) to resolve jointly in good faith.  if the managing directors (or equivalent) of the parties are unable to resolve the dispute within 28 days of the matter being referred to them, then either party shall be entitled to commence proceedings in the courts of england and wales.

•11  general

•11.1   any notice or notification to be given by any party to any other party may be delivered by hand or sent by first class post, airmail or fax addressed in each case to the relevant party at its address specified in the contract (or such other address as such party may notify in writing form time to time for this purpose).

•11.2     the service description and these terms and conditions constitute the entire agreement and understanding of the parties and supersede all prior oral or written agreements, understandings or arrangements between them (except in relation to fraudulent misrepresentation).  no change may be made to these terms and conditions except in writing signed by duly authorised representatives of both parties (who in the case of idl must be a director).

•11.3   except as otherwise expressly stated herein, nothing in the terms and conditions confers any rights on any person (other than the parties hereto) pursuant to the contracts (rights of third parties) act 1999.

•11.4   no failure or delay by either party in exercising any of its rights under the contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the contract by the other shall be considered as a waiver of the subsequent breach of the same or any other provision.

•11.5   if any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected.

•11.6   the contract is personal to the client and may only be assigned with the prior written consent of idl.

•11.7   all written communications from idl to the client shall be in english and all calculations shall be based on the metric system of weights and measures unless otherwise agreed.

•11.8   the terms and conditions shall be governed by and construed in accordance with the laws of england and wales and the parties hereby submit to the exclusive jurisdiction of the courts of england.