Version 1.1, March 2018
These terms and conditions (the “Terms”) govern your engagement of consulting services with Connectably Ltd (“the Contractor”). If you proceed to engage Connectably or its representatives, you are agreeing to and will be bound by these terms and conditions.
Contract for Services
The AGREEMENT date is the date that your online order is processed.
AND IS MADE BETWEEN:
Your business (‘the Company’) as listed on the order form or proposal acceptance which relates to your request for consulting services;
Connectably Ltd, 46 Dragon Avenue, Harrogate, North Yorkshire, HG1 5DT, United Kingdom (‘the Contractor’)
In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:
Commencement Date: date order is placed.
Services: the activities to be performed by the Contractor in the course of its appointment hereunder as set out in the order form, such services to be provided using reasonable skill and care.
Schedule of Works, Order Form or Proposal: the document that defines the activities or services to be delivered by our business to your business.
Rolling Contract: Continuous contract until terminated by the Company or client or the Contractor.
Advice and Implementation Support – “Hours Bundle” Contract: Fixed hours contract purchased in advance of services being required and used.
Termination Date: the date on which the Contractor’s appointment hereunder is terminated.
With effect from the Commencement Date, the Contractor is (subject to Clause 8) appointed as a Contractor to the Company on a Rolling Contract to carry out work to support Services outlined unless this Agreement is terminated by either party serving not less than three months’ notice in writing on the other.
The Contractor agrees:
3.1 to undertake and provide the Services in accordance with the brief and deadline agreed with the Company;
3.2 to carry out the Services in an expert and diligent manner and to provide its services to the best of its financial accountancy, commercial, technical and creative skill;
3.3 to the best of its ability, promptly and faithfully to comply with and observe all lawful and proper requests which may from time to time be given to it by the Company;
3.4 not to undertake any additional activities or accept other engagements which lead or might lead to any conflict of interest between the Contractor and the best interests of the Company during its appointment;
3.5 to delegate performance of its Services to such suitably qualified and experienced personnel as it may from time to time deem appropriate if it is unable at any time to perform its services due to circumstances beyond its control. The delegation will be subject to the Company’s consent, which will not be unreasonably withheld. The Contractor must notify the Company if this power to delegate is exercised and provide details of the name of the delegate;
3.6 to keep the Company informed of progress on the Services in which they are engaged and shall produce written reports on the same from time to time when so requested by the Company. While the Contractor’s method of working is entirely their own and they are not subject to the control of the Company, they shall nevertheless comply with this and any other reasonable requests of the Company (or its clients);
3.7 to consult with, and obtain written approval, including the agreed price and timescale, from the Company before undertaking any work, or providing any additional materials other than those set out in an original Schedule of Works, Order Form or Proposal; and
3.8 if during the course of this Agreement any additional work and/or materials are agreed in accordance with clause 3.7 these should be set out in a separate Schedule of Works, order form or proposal.
3.9 to seek to re-arrange appointments if more than 24 hours notice is provided requesting to re-arrange a session where training or consulting services will be provided. If less than 24 hours notice is provided, then the customer will agree to forfeit that session or pay for an alternative one to be arranged.
4.1 Fees for the Services are as laid out in the Proposal, Schedule of Works or Order Form.
4.2 VAT will be added at the appropriate rate where appropriate.
4.3 Fees for additional Goods and Services subsequently included in a Schedule of Works or proposal must be agreed by the parties in writing prior to commencement of said additional work or supply of additional goods in accordance with clauses 3.7 and 3.8.
5. Invoices and Payment
Most services provided by the Contractor require up-front or pay-as-you-go procurement of other goods and services (e.g. Google AdWords credits, letter fulfilment house services, commitment to contract or hire permanently development and marketing staff etc). Unless specifically agreed otherwise, invoices will be submitted monthly in advance by the Contractor and payment made within 7 days.
6. Commissions and Expenses
6.1 In the interests of transparency the Contractor discloses that it receives commissions from 3rd parties and charges management fees for managing activities relating to the Company’s own 3rd party suppliers.
6.2 The Contractor shall be entitled to be reimbursed by the Company for all out of pocket expenses wholly, exclusively and properly incurred in the performance of the Services subject to the Contractor providing the Company with vouchers, receipts or other evidence of actual payment of such expenses and subject to the arrangement being specifically agreed in advance by the Company to the Contractor.
7.1 The Contractor hereby agrees that during the course of its appointment under this Agreement it is likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Company and those of the Company’s clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), (including in particular customer information) and accordingly the Contractor hereby undertakes to and covenants with the Company that:
7.1.1 it shall not at any time after the Termination Date use or procure the use of the name of the Company in connection with its own or any other name in any way calculated to suggest that it continues to be connected with the business of the Company or in any way hold itself out as having such connection;
7.1.2 it shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Contractor Services; and
7.1.3 it shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Company whose province it is to know the same any Confidential Information and it shall use its best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.
7.2 The restrictions set out in Clause 7.1 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Contractor.
8. Delivery up of Documents
Upon the expiration or termination of its appointment under this Agreement for whatsoever cause, the Contractor shall forthwith deliver up to the Company or its authorised representative all keys and any swipe card, credit cards, computer hardware or software, books, documents, account records and any other papers which may be in its possession, custody or control and which are the property of the Company or which otherwise relate in any way to the business or affairs of the Company and no copies of the same or any part thereof shall be retained by it. It shall then (if required by the Company) make a declaration that the whole of the provisions of this Clause have been complied with.
9. Termination of Agreement
(a) Rolling Contracts
The duration of this agreement is for an initial engagement period which runs from the date of this agreement for one month (unless otherwise specified). An outline of the activities to be delivered may be outlined in a Schedule of Works, the order form, or in a business proposal. Thereafter, if both parties see value in continuing our engagement together, this agreement will continue on a rolling monthly basis. Recognising the above, either party will provide one full months’ written notice if it wishes to terminate our work together. That way, activities can be scaled down or handed over fully.
(b) Advice and Implementation Support Contracts
Time is purchased in full, and in advance of when services are provided. When work is conducted this time is ‘called off’ against the particular hours package that has been purchased. Time billed is measured in a project management and time tracking tool and reports can be provided out of that tool – at the client’s request – on time spent per activity. Any unused balance of hours expires 90 days after the Commencement Date of “Hours Bundle” orders, and expires 30 days after the Commencement Date of other “Package”-type services orders. Refunds are not available for unclaimed hours from “Hours Bundle” or “Package” contracts.
In addition, the Company shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of the Contractor:
9.1 being in material or persistent breach of any of the terms of this Agreement;
9.2 having a winding up order made against it or making any arrangement with its creditors or having an interim order made against it;
9.4 persistently and willfully neglecting or becoming incapable for any reason of efficiently performing the Contractor’s Services; or
9.6 doing any action manifestly prejudicial to the interests of the Company or which in the opinion of the Board may bring the Company into disrepute.
10. Tax Liabilities
The Company and the Contractor declare and confirm that it is the intention of the parties that the Contractor shall have the status of a private limited company and shall be responsible for all tax liabilities or similar contributions in respect of its fees and accordingly the Contractor hereby agrees to indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of tax or similar contributions relating to the Services under this Agreement.
The Contractor further warrants to the Company that they will:
11.1 take out and maintain throughout the term of this Agreement, adequate insurance in respect of Public Liability Insurance coverage with an insurance office of repute to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of the Company, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Company;
11.2 take out and maintain throughout the term of this Agreement, adequate Professional Liability Insurance coverage with an insurance office of repute to protect themselves against any liabilities arising out of this Agreement in respect of all and any Contractors they utilise to carry out the Services and shall produce, at the request of the Company, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Company.
12. Data Protection
The Company and the Contractor agree to comply with all applicable data protection legislation, including but not limited to the Data Protection Act 1998 and any subsequent amendments thereto.
All notices shall be in writing and shall be deemed to have been duly given when delivered by hand, posted by pre-paid first class post or sent by electronic mail to the intended recipient at the address stated in this Agreement or to such other address as that party may specify to the other in writing. Notices sent by electronic mail shall be deemed received the first business day following such delivery of sending, and notices which have been posted as above shall be deemed received on the second business day following posting. Notices given by the Company shall be deemed properly served on the Contractor.
14. No Employment
Nothing in this Agreement shall render or be deemed to render the Contractor an employee or agent of the Company. This Agreement does not create any mutuality of obligation between the Contractor and the Company.
15. Entire Agreement
This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements between the parties relating to the subject matter hereof.
16 Force Majeure
16.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;
16.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
16.2.1 strikes, lockouts or other industrial action;
16.2.2 civil commotion, riot, invasion, war threat or preparation for war;
16.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster;
16.2.4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
16.2.5 political interference with the normal operations.
17. Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
19.1 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
19.2 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.
Any communication to be given pursuant to the terms of this Agreement shall be in writing and shall be delivered by hand, electronic mail or sent by post to the address of the addressee as set out in this Agreement or such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; or sent by electronic mail to the addressee’s electronic mail as from time to time notified.
21. Law and Jurisdiction
This Agreement is governed by the laws of England and Wales and the parties submit to the jurisdiction of the Courts of England and Wales.