1. Purpose

1.1 This Agreement sets out the Terms and Conditions under which the Company will provide professional services to the Client.

2. Professional services

2.1 Each body of work is to be detailed in a separate Client Statement of Work (CSOW). The professional services to be provided by the Company  to the Client shall include, but not be limited to:

2.1.1 Specialist sales performance services as defined in the CSOW either on the premises of the Company or the Client or on pre-agreed external sites  or remotely.

3. Commencement, fees and expenses

3.1 The Company will only commence providing professional services once they are in possession of a signed CSOW describing the body work and fee. The CSOW reference number should be quoted in any communication with the company. The  fees are laid out in the CSOW.

3.2 The Company shall supply the Client invoices for services performed as described in the CSOW.

3.3 The Company is entitled to claim expenses incurred whilst providing services for the Client, provided they are correctly receipted and within any limits or guidelines as set out by the Client from time to time and detailed in the CSOW, its schedules or addendums, or agreed beforehand with The Company.

4. The Company’s obligations

4.1 During the term of this agreement the Company shall make resources available to the Client to provide professional services at the times and locations as the parties agree..

4.2 The details of the professional services to be delivered by the Company for the Client will be agreed and set out, including dates, locations, travel and any other

arrangements or services, in a separate schedule for each assignment (CSOW). Agreement of this schedule by the Company confirms the Company’s obligation to provide such professional services and the Client’s obligation to pay any agreed fees and expenses as they fall due.

4.3 The Company shall perform the Services with reasonable skill and care and shall comply with any reasonable timescale requested by the Client for the completion of any particular assignment.

4.4 When working under the terms of this agreement the Company will take all reasonable measures to safeguard the health and safety of its employees, partners and any other person who may be affected by the Company’s actions.

5. Cancellation

5.1 In the event that the Client cancels or reschedules an assignment or part of an assignment that has been agreed by the parties in accordance with clause 4.2 above, other than in circumstances set out in clause 7.1, the Company will be paid either the following cancellation fees or cancellation fees as set out in any schedule or addendum relating to an assignment which supersedes this agreement, an event shall be deemed to be rescheduled when delivery is agreed to occur within 4 months of the original date.

Cancellation Payment

• Within 7 days of agreed date full agreed fee
• Within 8-30 days of agreed date 50% of agreed fee
• More than 30 days of agreed date No fee

Rescheduling Payment

• Within 7 days of agreed date 50% of agreed fee
• Within 8–30 days of agreed date 25% of agreed fee
• More than 30 days of agreed date No fee

5.2 In the event that the Company cancels, reschedules or in any way terminates their undertaking to deliver professional services on an assignment or part of an assignment that has been agreed by the parties in accordance with clause 4.2 above, other than in circumstances set out in clause 7.1 below, the Company agrees to give the Client as much notice as possible.

6. Status

6.1 It is hereby declared that this business relationship will not be one of master and servant. Specifically, both parties acknowledge that this Agreement does not give rise to a Contract of Employment. Both parties consider that the Company is in business on its own account.

7. Force Majeure

7.1 The Parties are relieved from liability for a failure to perform any of their obligations due to any circumstances beyond their immediate control, which impedes, delays, or aggravates any obligation to be fulfilled by them under this Agreement, such as but not limited to, changes in laws and regulations or in the interpretation thereof, acts of authorities, war, acts of war, strikes or other industrial actions, blockades, major accidents, family bereavements, serious illness , major weather events, epidemics, pandemics or acts of God.

8. Non solicitation

8.1 The Company specifically agrees with the Client that they will not during the term of their contract with the Client or for a period of twelve months after termination of their agreement, without the express agreement of the Client:

• endeavour to entice away from the Client any person who is at the date of their leaving in contract with the Client, employed or engaged by the Client
• interfere or seek to interfere with any existing contractual arrangements between the Company and any third-party customers or suppliers.

9. Confidentiality

9.1 The Company specifically agrees except as authorised by the Client not to reveal to any person any confidential matter concerning the organisation business or affairs of the Company or of any client of the Company which may have come to their knowledge during their Agreement.

9.2 The Company specifically agrees to keep open communication with the Client regarding all foreseeable conflicts of interest.

10. Intellectual Property Rights

10.1 All original works designs systems trademarks discoveries and other intellectual property whatsoever written made designed or discovered by the Company and in existence before the engagement with the Client or created during the engagement shall be the exclusive property of the Company except where the Company specifically waives its exclusive claim to any such item or items, such waiver not to be unreasonably withheld in the case of generic Intellectual Property.

10.2  All original works designs systems trademarks discoveries and other intellectual property whatsoever written made designed or discovered by the Client and in existence before the engagement with the Client shall be the exclusive property of the Client  except where the Client specifically waives its exclusive claim to any such item or items, such waiver not to be unreasonably withheld in the case of generic intellectual Property.

10.3 Notwithstanding anything to the contrary contained in this agreement the Client may at any time (whether during or after the Clients  agreement with the Company) use and reproduce any of the Company’s writings or designs and pictures provided during the period of their agreement with the Company insofar as they relate to the actual professional services products systems provided by the company as part of this agreement..

10.4 The Company shall defend, indemnify, and hold the Client harmless against any and all third-party claims, damages, losses, liabilities, costs and reasonable expenses (including reasonable attorneys’ fees) arising out of any claim made by any third party that the contents or any of the materials, as supplied by the Company, infringe a copyright or patent.

10.5 The Client shall defend, indemnify, and hold the Company harmless against any and all third-party claims, damages, losses, liabilities, costs and reasonable expenses (including reasonable attorneys’ fees) arising out of any claim made by any third party that the content or any of the materials, as supplied by the Client  infringe a copyright or patent.

11. Non discrimination

11.1 The Company has a policy of non-discrimination and if it is discovered that the Client has discriminated against an individual who takes proceedings against the Client, the Company cannot be held legally responsible for any such action.

12.  Termination

12.1 Either party can terminate this Agreement at any time by giving the other party four months’ notice in writing without giving reason.

13. Governing Law

13.1 This Agreement shall be governed by and interpreted in accordance with the laws of England and each of the parties irrevocably submits to the jurisdiction of the English Courts as regards any claim or matter arising under this Agreement.

14. Limitation of liability
    • References to liability in this clause includes every kind of liability arising under in connection with this Client Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in this clause 10 shall limit the Client’s payment obligations under this Client Agreement.
    • Nothing in this Client Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; and
      • any other liability that cannot be legally limited.
    • Subject to, clause 14.3, this clause specifies the types of losses that are excluded under or in connection with this Client Agreement:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of use or corruption of software, data or information;
      • loss of or damage to goodwill; and indirect or consequential loss.
    • Subject to any liability under foregoing clauses, each party’s total liability to the other under or in connection with this Client Agreement shall not exceed the aggregate amount of Charges paid or payable under a Call-off Contract to which the relevant liability relates.
    • Except as expressly provided in this Client Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Client Agreement.