Terms Of Business

The Terms and Conditions of Business of Expense Management Analysts (“EMA”) are contained hereunder, and shall be deemed to be accepted by you, the client, by your instruction to EMA to commence work on your behalf.

1. Subject to the Terms and Conditions of this Agreement, you, the client, hereby retain EMA as a Consultant and Technical Advisor to perform Consulting Services, as may be amended in writing from time to time, primarily in a cost reduction project to achieve savings in business expenses and EMA agrees subject to the Terms and Conditions of this Agreement to render such services during the term of this Agreement. It is expressly understood that EMA has no fiduciary obligation to you, the client, but instead a contractual one described by the terms of this Agreement: that EMA’s role is to provide independent advice uninfluenced by commercial concerns; and that the service provided by EMA does not require EMA to be an advocate for you, the client, or your products and services or in any form, public or private. Both you the client and EMA recognise that the relationship must be founded upon mutual trust and respect for each other.

2. The Fees to be charged by EMA shall be 50% of the first year’s savings achieved by the advices of EMA.

3. You hereby agree to pay the charges and expenses incurred by EMA in accordance with the provisions of this contract. All sums due by you to EMA which are not paid on the due date (without prejudice to the rights of EMA under there terms) shall bear interest from day to day at the same annual rate as prescribed from time to time pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations 2002. All costs are exclusive of VAT.

4. You, the client, agree not to conduct any other benchmarking cost exercise once the project commences, either externally or internally. You also undertake not at any time to divulge to any person any confidential information relating to the business or affairs of EMA other than to necessary sub-contractors or advisers who have signed an appropriate non-disclosure agreement or to others where EMA has expressly consented to its disclosure.

5. You will nominate a contact person for EMA as the principal point of contact for the duration of the project. EMA will be granted full access to the necessary records of the client for the purposes of evaluating costs savings resulting from the implementation of the recommendations. If these records are not made available for any reason, EMA reserves the right to estimate the savings and to invoice accordingly.

6. You will furnish to EMA the data setting out the current price being paid for services within the nominated category. These prices will then be used as benchmarks. Savings will be defined as the difference between the benchmark price and the lower price that the client pays as a direct or indirect result of EMA’s participation and advices to you.

7. It is agreed that EMA’s summary report consists of recommendations only, and it is the responsibility of the client to decide which recommendations from the report to implement.

8. Credit terms for all payments are strictly thirty days from the date of receipt of Invoice. Any queries in relation to the Invoice must be raised within seven days from the receipt of the Invoice.

9. The parties agreeing to this Agreement creates an independent contractor relationship not an employee relationship. This Agreement does not constitute a partnership, franchise, employment agency or joint venture relationship. EMA are independent contractors and do not represent, act for, or bind, you the client, your parent company, subsidiaries or associated companies or other entities.

10. EMA shall not be liable to you the client for any loss or damage to the client’s property, unless due to negligence or other failure of EMA or its staff to perform its obligations under this Agreement or pursuant to general law. EMA shall have no liability to the client for any indirect, special or consequential loss to the client arising out of or in connection with the provision of any goods or services pursuant to this agreement (except in respect of death or personal injury resulting from negligence) The total liability of EMA for any other loss to the client arising pursuant to this Agreement in respect of any one event or series of connected events, shall not exceed the amount paid by the client to EMA.

11. Each of the parties warrants its power to enter into this Agreement, and has obtained any necessary approvals to do so.

12. In addition to termination as listed above, this Agreement may be terminated by either party on giving thirty days written notice to the other party consistent with the notice requirements set out herein before. If the client terminates this Agreement by giving thirty days notice in accordance with this clause, the client shall still be obligated to pay EMA for such services that are rendered up to the time of such termination, plus all expenses EMA may have incurred in performing such services, including travel expenses, to be quantified on a quantum meruit basis or an hourly rate, at the discretion of EMA

13. The waiver by EMA of any breach of any provisional disagreement shall not operate or be construed as a waiver of any subsequent breach.

14. If any clause of this contract is found to be invalid, illegal or unenforceable for any reason whatsoever, such a provision shall be fully severable, and the remaining terms shall remain in full force and effect, and shall be construed as if the invalid, illegal or unenforceable provision had never been a part thereof. Additionally, in lieu of such invalid, illegal or unenforceable provision, there shall be added a provision similar in its terms to replace such invalid, illegal or unenforceable provision.

15. This Agreement and Terms and Conditions thereof constitute the entire agreement between you the client and EMA, and supersede all previous negotiations, understandings, agreements, or arrangements, whether written or oral.

16. Governing Law – This Agreement is subject to the laws of the Republic of Ireland, and any question as to interpretation, validity, performance or enforcement shall be construed and enforced in accordance with the laws of the Republic of Ireland, and the Irish Courts shall have sole jurisdiction in respect thereof.


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