Consultancy Terms & Conditions

Logans Solutions Limited t/a 1 dash 1

IT IS HEREBY AGREED AS FOLLOWS

1. Interpretation

1.1. Except where the context requires otherwise words importing the masculine shall include the

feminine; words importing the singular shall include the plural; words importing natural

personage shall be equally applicable to corporate personage and vice versa.

1.2. References to any statutory provision, authority, rule or code of practice shall be deemed to

include the amended versions, replacements or successors of such.

1.3. For the purposes of this agreement the term “Intellectual Property” shall include copyright,

patents, design rights, trading names and brands, service marks and badges, trade-secrets or

know-how, processes, design schemes and themes and anything else which is capable of being

owned, recognised or registered as intellectual property in any part of the world.

1.4. For the purposes of this agreement references to the “Service Proposal” shall be references to

a separate written document which shall contain detail of the services to be provided by the

Consultant to the Client, the manner in which the Consultant shall provide these services and

the basis on which the Consultant shall be remunerated. The Service Proposal shall be attached

as a schedule to this agreement and signed or initialled by both parties.

2. Relationship Between the Parties & Term of Agreement

2.1. No term of this agreement or course of dealings between the Parties shall operate to make the

Consultant an employee or agent of the Client.

2.2. Neither Party shall assign or transfer any of their rights, liabilities or obligations arising under

this agreement without the prior written consent of the other Party

2.3. This agreement shall govern the supply of services (as defined below) to the Client

commencing on 4th September 2018 and continuing until terminated by either party

in accordance with the terms of this agreement.

3. The Services Provided

3.1. The Consultant shall provide IT support and consultancy services to the client as required and

as mutually agreed.

3.2. The exact nature and detail of the services which the Consultant shall provide to the Client

shall be as set out in the Service Proposal.

3.3. Any amendment, extension or addition to the services must be agreed in writing.

3.4. The consultant makes no guarantee that any particular services will be provided within a

specific time frame or on any agreed dates and shall not be liable for any loss, damage or

expense suffered by the Client as a result of any delay in service provision.

4. Payment for Services

4.1. Where the Consultant provides services to the Client as mutually agreed he shall charge the

client the sum agreed in the Service Proposal, which shall be inclusive of VAT.

4.2. Unless specified in the service proposal, the sum payable to the Consultant in respect of fees

as set out in 4.1 is not inclusive of any disbursements or expenses which he may incur, and the

Consultant shall charge these expenses and disbursements to the Client.

4.3. The Client shall settle all invoices which are raised against him by the Consultant within 7

days. Where the Client is late in making payment the Consultant shall be entitled to recover

from him all reasonable costs and expenses incurred in securing payment.

4.4. Failure to settle payment within the timeframe agreed in 4.3 shall entitle the Consultant to

claim, in addition to the sums invoiced, interest on those sums at a rate of 8 percentage

points per annum above the Bank of England Base Rate.

5. Travelling Expenses

Where the Client is based more than 20 miles outside Rushden, Northamptonshire

the Company will charge to the Client all reasonable travel expenses which are incurred in attending

the Client’s premises. These shall include accommodation, rail, air, underground and taxi fares or, where the Consultant or his employees or agents travel by private car, an allowance of 40 pence per mile.

6. Client’s Obligations

6.1. The Client shall provide the Consultant with such information, support, co-operation and

facilities as may be necessary in order to provide the service.

6.2. The Client agrees and covenants that he will not recruit or attempt to procure the recruitment

of any employee of the Consultant between the signing of this agreement and the expiration of

6 months from the completion of the services as agreed in the Service Proposal or any

extension or addition to these services which is agreed in writing.

7. Consultant’s Obligations & Confidentiality

7.1. The Consultant shall provide all services to the Client with a reasonable standard of care, skill

and attention to detail, and in line with any relevant regulations or industry codes of practice.

7.2. “Confidential Information” means any and all information disclosed (whether directly or

indirectly or orally or by any other means and whether marked confidential or not) by the

Client to the Consultant either before, on or after the execution of this Agreement which at the

time of disclosure is not already part of the public domain and which relates to any business,

concept, invention or idea or the execution thereof or to any related manner, including, but not

limited to, the following classes of information:

a) Financial information, accounts or records

b) Commercial and marketing information, plans or strategies or market-research data

c) Electronic or technical information, data, designs or specifications

d) Information concerning internal procedures and processes

e) Know-how and industrial or trade secrets

f) Projections or forecasts

7.3. The Consultant undertakes that at no time, whether during the term of this agreement or

thereafter, shall he disclose or permit to be disclosed to a third party any Confidential

Information which he receives from the Client save as the Client may expressly authorise in

writing or as he is compelled by any court or administrative body of competent jurisdiction.

7.4. Where the Consultant provides services to the Client through a delegate such as an employee

or subcontractor, the Consultant will ensure that the said delegate signs a comparable

confidentiality undertaking.

8. Intellectual Property

8.1. Where the Client provides the Consultant with documentation, literary materials or media in

order to enable the Consultant to provide the services, there shall be no transfer of Intellectual

Property vested in these, and the aforementioned Intellectual Property shall remain the sole

property of the Client.

8.2. All Intellectual Property in the services provided and delivered to the Client by the Consultant

shall remain the sole property of the Consultant and the Client shall not redistribute or publish

this Intellectual Property without the prior written consent of the Consultant.

8.3. Neither the Client nor the Consultant claim or assert any rights to Intellectual Property

belonging to any third party which may be used under licence or otherwise lawfully during the

course of this agreement.

9. Termination

9.1. This Agreement shall terminate automatically upon the completion or delivery of services

agreed under the Service Proposal or any extension or addition to those services which is

agreed in writing.

9.2. Without prejudice to the above, this agreement may be may be terminated by either Party

upon 30 days written notice served on the other at his address as set out at the head

of this agreement by personal service, registered post or first class post. Notice sent by post

shall be effective 48 hours after sending.

9.3. Without prejudice to the above this Agreement may be terminated immediately where any of

the following circumstances arise:

a) Either Party commits a serious breach or persistent breaches of this agreement including but

not limited to the non-performance, neglect or default of any of his duties as outlined herein

(including a failure on the part of the Client to make payment within agreed timescales) and

after notice of this breach has been given to the defaulting Party it remains unremedied and

unrectified 30 days after such notice.

b) Either Party becomes insolvent or enters into a CVA or IVA.

c) Either Party ceases to trade.

9.4. Upon termination of this agreement outstanding payments in respect of service provided by the

Consultant shall become immediately due.

10.Disclaimers and Exclusions

10.1. The Consultant shall not be responsible in any circumstances to the Client or any third party for

any indirect or consequential or inconsequential or economic damage or loss, howsoever

caused, whether as a result of negligence, misrepresentation, breach of contract or otherwise.

10.2. Nothing in the forgoing shall be read as restricting or limiting in any way the Consultant’s

liability for death or personal injury.

11.Indemnity

The Client shall indemnify the Consultant against any loss or damage which results from the Client’s

breach of this agreement or failure to abide by any of its terms.

12. Force Majeure

Neither Party shall be liable for any delay or failure in performing its obligations or duties under this

agreement which results from circumstances outside his reasonable control including but not limited to

acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting, government or

regulatory action, breakdown in plant or machinery or shortage of raw materials or supplies.

13. Warranty of Contractual Capacity

Both Parties and the signatories to this agreement warrant that they are authorised and permitted to

enter into this agreement, and have obtained all necessary permissions and approvals.

14.Whole Agreement, Governing Law and Severability

14.1. This document constitutes the entirety of the agreement between the parties. It supersedes

any prior representations which may have been made, whether orally or in writing. Any

modification to this agreement must be made in writing and signed by both the Consultant and

the Client.

14.2. This Agreement shall be governed by the Law of England and Wales and the parties agree to

submit to the exclusive jurisdiction of the English Courts.

14.3. All clauses, sub clauses and parts thereof shall be severable and shall be read and construed

independently. Should any part of this Agreement be found invalid this will not affect the

validity or enforceability of any other provision or of this agreement as a whole.

14.4. All terms, conditions and covenants contained in this agreement shall bind the parties and their

heirs, legal representatives, successors to title and permitted assignees.

14.5. Nothing in these terms and conditions shall incur any rights on a third party and no third party

may enforce any provision of this contract under the Contracts (rights of Third Parties) Act.