Terms and Conditions
THIS PROFESSIONAL SERVICES AGREEMENT is made with an effective date of 27 February 2022 (the “Effective Date”).
BETWEEN
1. AMR Compliance Ltd d/b/a the Digital Legal Forum WITH REGISTERED OFFICE AT X Company and Contractor are jointly referred to as the “Parties”.
BACKGROUND
The Company has approved the terms of this Agreement under which the Contractor is to provide web design and related services to the Company.
It is agreed as follows:
1. INTERPRETATION
1.1. “Company’s Representative” means the Company’s representative as it shall nominate from time to time, specified in Schedule A.
1.2. “Confidential Information” means any and all technical and non-technical information provided by the Company to Contractor or arising out of the Consultancy, which may include patents and patent applications; trade secrets; proprietary and confidential information; ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programmes, software source documents, and formulae related to the current, future, and proposed products and services of the Company, including information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising; whether before, on or after the date of this Agreement, whether verbally, in writing, electronically or by any other means, whether directly or indirectly, and whether or not marked “Confidential.”
1.3. “Company Representative” means the individual identified in Schedule A.
1.4. “Services” means the services to be provided by the Contractor to the Company as detailed in Schedule A to this Agreement or as may be agreed between the Parties from time to time in writing.
2. APPOINTMENT
2.1. The Company appoints the Contractor to provide the Services as specified in Schedule A.
2.2. The Contractor agrees to provide the Services upon the terms and conditions detailed below (the “Consultancy”) or to procure that the Services shall be undertaken by the Contractor’s Representative (and/or any other representative who Company approves in advance in writing to act as a subcontractor to Contractor at Contractor’s expense).
2.3. The Contractor shall be entitled to supply its services to any third party during the term of this Agreement, provided that this is not to the detriment of the supply of the Services and provided there is no conflict of interest.
3. UNDERTAKINGS OF THE CONTRACTOR
3.1. The Contractor will provide the Services on such dates and times as agreed between the Company and the Contractor. The Contractor may provide the Services at any location selected by the Contractor.
3.2. The Contractor will provide the Services in a timely and professional manner, at a service level of a high standard and which complies with prevailing standards of accepted business practice and ethics and in compliance with all applicable laws and regulations. The Contractor shall ensure that the Services are at all times provided in compliance with the requirements of the Bribery Act 2010 (and any other equivalent legislation in any jurisdiction) and the Contractor agrees to use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act. The Contractor shall act in good faith towards the Company at all times.
3.3. Any software, design, documentation, template, file or other work product developed or delivered by the Contractor as part of the Services (each a “Deliverable”) must meet any acceptance criteria defined by the Company. The Company shall determine in its reasonable discretion whether the Deliverable is acceptable to the Company. If Company determines that the Deliverable is not acceptable, the Company may require the Contractor to modify the Deliverable such that it conforms to the acceptance criteria. Material failure to comply with requirements after notice will entitle Company to terminate the Agreement under Section 12.
4. PERIOD OF THE CONSULTANCY
5. FEES AND EXPENSES
5.1. The Company will pay the Contractor the fee specified in Schedule A (the “Fee”) (such Fee to be exclusive of value added tax), which is payable as set forth in Schedule A.
5.2. Contractor will supply his/her own equipment (laptop, connectivity, mobile phone, office space) required for the Services unless otherwise agreed in writing.
5.3. Except for applicable value added tax, and out of pocket expenses associated with Company-requested travel, no other fees and/or expenses other than the Fee set forth in Schedule A, shall be paid to the Contractor, unless such fees and/or expenses have been approved in advance by the Company Representative in writing.
6. RELATIONSHIP BETWEEN THE PARTIES
6.1. Nothing in this Agreement shall render the Contractor or Contractor’s Representative an employee, worker, agent, joint venturer or partner of the Company and the Contractor shall not hold out as such. The Contractor has no authority to bind or commit the Company to any agreements or other obligations.
6.2. The Contractor acknowledges that Contractor will not at any time be entitled to any benefits accorded to employees of the Company, including without limitation, worker’s compensation, disability insurance, vacation or sick pay.
6.3. The Contractor agrees to keep the Company indemnified on a continuing basis against any liability, assessment or claim for any employment related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor against the Company arising out of or in connection with the provision of the Services. Any affiliate company of Company may enforce this indemnity. The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to the Contractor.
6.4. The Contractor shall be responsible for all taxes, social security, national insurance or other contributions which may be payable in respect of the Fees payable under this Agreement, other than Value Added Tax, or other sums payable in connection with the provision of the Services, including but not limited to all contributions in respect of the Contractor’s appointment.
7. INSURANCE, INDEMNITY AND LIABILITIES
7.1. The Contractor shall be liable for and shall indemnify the Company for any loss liability, damages or costs (including legal costs) and all other expenses suffered by the Company and arising directly or indirectly from any negligent, fraudulent or reckless act or omission or any material breach or default in the provision of the Services by the Contractor pursuant to or for any purposes related to this Agreement.
7.2. Except as contemplated in the indemnification requirements for third party claims, neither party will be liable for any consequential, direct, indirect, remote or speculative damages. Each party’s liability for direct damages arising out of this Agreement will be limited to an amount that is equivalent the total fees payable in a single calendar year period.
8. CONFIDENTIALITY
8.1. The Contractor shall neither during the period of this Agreement nor any at any time after its termination:
8.1.1. divulge or communicate any Confidential Information to any person, company, business entity or other organisation; or
8.1.2. use any Confidential Information for the Contractor’s own purposes or for any purposes other than those of the Company; or
8.1.3. through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of any Confidential Information. These restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through the default of the Contractor.
8.2. The Contractor acknowledges that all Confidential Information, input, concepts, notes, memoranda, records, lists of customers and suppliers and employees, correspondence, documents, data sticks, computer and other discs and tapes, data listings, codes, designs and drawings and other documents and material whatsoever in electronic or hard copy form whether or not made or created by the Contractor relating to the business of the Company (and any copies of the same), shall be and remain the property of the Company and shall be handed over by the Contractor to the Company on demand and in any event on the termination of this Agreement (unless otherwise authorized by the Company in writing) and the Contractor shall certify that all such property has been so handed over and that no copies or extracts have been retained in any media whatsoever.
8.3. The Contractor shall not refer to the Company in any press release, advertising or publicly available platforms (e.g., social media) without the prior written consent of the Company.
8.4. The Contractor shall promptly notify the Company, unless otherwise prohibited by law, if
(a) the Contractor becomes aware of any breach of Confidential Information; or
(b) the Contractor receives any request with respect to Confidential Information and will not respond to any such requests without express authorization to do so by the Company.
8.5. The Company may hold and process data relating to the Contractor in connection with the Consultancy, including information about Fee and payment details, for the purpose of implementing, administering and managing the Consultancy (“Personal Data”).
8.6. The Company will process the Personal Data in accordance with applicable data protection laws as set out in the Company’s privacy notice as updated from time to time. This privacy notice shall be made promptly available to the Contractor on request.
8.7. The Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Consultancy. Such recipients may be located outside the EEA in a country that may have different data privacy laws and protections than the United Kingdom.
8.8. The Company shall not transfer Personal Data from the EEA without requiring the recipient to comply with the requirements of the General Data Protection Regulation and applicable data protection laws.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. The Contractor agrees to disclose fully and promptly in writing to the Company any patents, utility models, trademarks (whether registered or unregistered), design rights (whether registered or unregistered), applications for any of the foregoing, original works of authorship, copyright, moral rights, database rights, computer software programs, rights in databases, performers’ rights, know-how, secret processes, inventions, improvements, trade or business names, domain names, website addresses and any similar rights in any country whether currently existing or created in the future, that the Contractor produces while providing the Services (“Works”).
9.2. The Contractor agrees that all copyright, design rights, registered designs, patents, trademarks and other intellectual property rights in any Works is hereby assigned to the Company in consideration of the sum of £1 (receipt of which is hereby acknowledged). At the Company’s request and cost Contractor will take such actions reasonably necessary to vest properly all such rights in the Company and to secure all appropriate forms of protection for and defend and enforce such rights. The Contractor agrees not to do anything, which might prejudice the Company’s rights under this clause 9.2.
9.3. The Contractor hereby irrevocably and unconditionally waives in favour of the Company as the Company may nominate, any and all moral rights conferred on the Contractor by the Copyright Designs and Patents Act 1988 for any design or copyright work in which copyright is vested in the Company.
9.4. The Contractor acknowledges that Contractor shall have no further right to any compensation from the Company regarding any Works.
9.5. The rights and obligations under this clause 9 shall continue in force and effect after the termination of this Agreement with the Company in respect of works created during the period of the Consultancy.
10. REPRESENTATIONS AND WARRANTIES
10.1. The Contractor represents and warrants to the Company that:
10.1.1. The Contractor has full power and authority to enter into this Agreement;
10.1.2. The Contractor will not violate the terms of this Agreement with any third party;
10.1.3. The Services and any work product thereof are the original work of the Contractor, do not and will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract or any other publicity right, privacy right or proprietary right of any third party;
10.1.4. The Contractor has sufficient expertise, training and experience to accomplish the Services;
10.1.5. The Contractor has no other agreements, relationships or commitments to any other person or entity which conflict with the Contractors obligations to the Company under this Agreement (eg with competitors). The Contractor agrees not to enter into any agreement, either written or oral, in conflict with this Agreement without prior approval by company (not to be unreasonably withheld).
10.2. Each Party acknowledges that it has read, understood and agrees with the terms of this Agreement. Each Party acknowledges that it executes this Agreement voluntarily and in good faith.
11. TERMINATION OF THE AGREEMENT AND REMEDIES
11.1. Either Party may terminate the Agreement at any time, for any reason or no reason, by providing not less than ten (10) days prior written notice thereof to the other Party.
11.2. The Company may by notice in writing to the Contractor terminate this Agreement immediately if:
11.2.1. the Contractor commits a serious breach of any of his obligations to the Company under this Agreement; or
11.2.2. the Contractor fails, or continues to fail, or refuses to provide the Services to the standards or time scales reasonably required by the Company; or
11.2.3. the Contractor acts in any way which materially prejudices the interests of the Company;
11.3. Upon termination of this Agreement, the Company shall pay the Contractor, the Fees due and expenses incurred up to the date of termination. The Contractor will not be entitled to any other payments or compensation from the Company in respect of such termination.
11.4. Upon expiry or termination of this Agreement, the Contractor shall return to the Company all property belonging to the Company (including electronic files), which is in the Contractor’s possession or control and the Contractor shall not without the written consent of the Company retain any copies thereof.
11.5. If either Party terminates this Agreement, it shall retain all other rights and remedies available to it under this Agreement or at law or in equity.
11.6. The Contractor’s remedy, if any, for any breach of this Agreement shall be solely in damages and the Contractor shall look solely to the Company to recover any such damages. The Contractor waives and relinquishes any right the Contractor may otherwise have to obtain injunctive or equitable relief against any third party with respect to any dispute arising under this Agreement.
12. GENERAL
12.1. Any notice required by this Agreement to be given by any Party to the others shall be in writing and shall be served by sending the same by recorded delivery to the address of the other Parties set out in this Agreement or to such other address as those Parties shall have notified in writing to the others as their address for such service and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.
12.2. In entering into this Agreement no Party has relied on any Pre-Contractual Statement.
12.3. The Parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any third party.
12.4. The terms of this Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.
13. SIGNATURES OF THE PARTIES
1. THE SERVICES
Contractor shall perform the following services for Company as an independent contractor:
1st March – development of logo, colour scheme and branding approach, to include overall page design for website, powerpoint template design with 3 different layouts, consistent font, style guide and photographs (procured at Company expense on a pass through basis).
20th March – Branding signed off, website design to begin consistent with branding to consist of web tree previously provided to Contractor, and to incorporate search engine optimisation ap- proaches as per the proposal from Contractor dated 24 February (3 weeks) 10th April – Designs signed off & web development can start (4 weeks), web development to in- clude GDPR/cookie compliant banners, ability for web visitors to register their email address and submit contact information, etc.
8th May – Website developed, link to development platform provided for feedback. Acceptance procedure and final payment
2. THE FEE
Company shall pay Contractor the fees specified in Contractor’s proposal at the rate of 25% on signing / first milestone and a further 25% on completion of each milestone above.
Payment between the Parties shall be made in Pounds Sterling to the bank account designated below.
Contractor’s invoices shall be sent upon acceptance of each milestone and are payable within seven (7) days of submission. The Parties shall immediately notify each other of any changes in their bank accounts details.
3. THE TERM
This Agreement shall begin on 27 February 2022 and shall continue for one calendar (1) year, unless sooner terminated by either Party in accordance with the terms and conditions of this Agreement (the “Term”). Additional projects can be added to the above scope as needed.
If no written notice is otherwise provided by either Party prior to the expiration of the Term, this Agreement shall renew automatically for successive one-year periods.
4. COMPANY REPRESENTATIVE
The Company Representative is [xxx].