1. Nature of this Agreement
1.1 This Master Services Agreement defines the terms under which the Consultancy will undertake a range of contracted Services for the Client, to meet their needs, which may be amended by and agreed between the parties from time to time as needs change.
1.2 It is agreed between the parties that a selection of Services is to be provided by the Consultancy to the Client, as outlined in the Contract annexed to this Agreement. The Contract sets out the nature of the Services, the charging basis, and any other material terms. The Contract will be produced by the Consultancy, in line with the Client’s requirements, and a copy provided to the Client.
1.3 Services will only be provided by the Consultancy:
1.3.1 Once the Contract has been signed by the Consultancy and the Client. The Contract will be sent electronically via ‘Signable’, to obtain an electronic signature of all parties.
1.3.2 Once an initial invoice has been paid, unless otherwise agreed by the Consultancy and confirmed in writing.
1.4 Upon the Contract being signed by both parties, it will become a legally binding Contract between the Consultancy and the Client.
1.5 The Contract formed on the basis of the agreement referencing these terms is governed only by these terms and by no others except where both parties expressly agree in writing.
1.6 Either party may request changes to the nature or scope of Services covered by the Contract. Any such request shall be sufficiently detailed to enable the other party to assess the impact of the proposed change. No such change will become effective until agreed in writing between the parties and a revised Contract signed by both parties.
1.7 This Master Services Agreement is not exclusive; the Client acknowledges that the Consultancy enters this Agreement in the course of its business of providing services to its customers, and the Consultancy is and remains at liberty to also provide services to third parties; the Client is and remains at liberty to engage services (including similar services) from third parties.
1.8 The Consultancy reserves the right to decline to provide any advice and assistance outside the scope of the Services as specified in the Contract agreed between the parties, even if the Consultancy may previously have provided such additional advice and assistance.
2.1 The Consultancy will provide Services as agreed in the Contract, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care.
2.2 As independent professionals, the Consultancy will not be subject to direction or control, and itself accepts the responsibility for the proper and professional provision of Services. It is the Consultancy’s responsibility to maintain adequate Professional Indemnity, Employer’s Liability, and Public Liability insurance.
2.3 It is the Client’s responsibility to afford the Consultancy with such access, information and employee co-operation as the Consultancy may reasonably require for the proper performance of any Services, and for ensuring that all relevant Health and Safety policies, risks, information, and relevant statutory compliance measures are disclosed to the Consultancy.
2.4 No variation to these Conditions shall be binding unless made in writing specifying which clause is to be varied and full details of such variation and signed on behalf of each of the Consultancy and Client.
2.5 In order to provide a cost-effective service, work may be undertaken on the Client’s behalf by members of personnel other the Client’s primary contact or account manager, including, in specific circumstances, associates of the Consultancy.
3. Charges and Payment
3.1 The Consultancy aims to provide a high-quality service on the basis of a charging structure which is fair and reasonable. The Consultancy will provide the Client with clear and comprehensive information about the Consultancy’s likely charges for each matter on which the Consultancy acts on the Client’s behalf. The Consultancy endeavours to be flexible in determining the appropriate basis of charging with the Client, given the nature of individual matters and the Client’s circumstances.
3.2 The Consultancy may provide estimates as to the Consultancy’s likely level of fees, disbursements, and expenses in connection with work undertaken in relation to the matter. Any such estimate is not fixed and may be subject to change in the event that:
3.2.1 the scope of work the Consultancy is required to undertake is subject to material variation; any assumption made
3.2.2 when providing the estimate proves to be incorrect;
3.2.3 the conduct of the matter becomes materially protracted or delayed;
3.2.4 unforeseen or unexpected difficulties are encountered in the conduct of the work;
3.2.5 circumstances arise of which the Consultancy was not aware when making the original estimate.
3.3 The Consultancy’s work is charged in units of 5 minutes and items of work which take less than 5 minutes are charged at the minimum unit rate of 5 minutes. Other work undertaken is charged on the basis of time actually spent rounded up to the nearest 6-minute unit. The company maintains a detailed record of time spent on a matter
3.4 The Consultancy charge is based on all time spent dealing with a matter at the applicable hourly rates of the person dealing with the Client’s requirements or time from the retainer hours. This includes time spent considering, drafting and working on the Client’s requirements, making and receiving telephone calls (regardless of who initiates the telephone call) and undertaking research where applicable. The Consultancy also charge for time spent at meetings with the Client or others in the course of working with or for the Client, along with time spent travelling to or from meetings or other engagements outside the Consultant’s offices (as well as travel costs). Unless otherwise agreed with the Client, the Consultancy’s hourly rates are reviewed annually with effect from 1st September each year or on the anniversary of the signing of the Contract. the Client will be notified in writing of any variation to those rates applicable to any matter on which the Consultancy is undertaking work.
3.5 In addition to The Consultancy’s fees, it may be necessary to make payments to third parties. The Consultancy reserve the right to charge separately for other support services and travel (including mileage and parking charges relating to any travelling away from the office, e.g. going to meetings), overnight accommodation and other incidental expenses (“expenses”). Such disbursements and expenses will be payable by the Client in addition to the Consultancy’s fees, any such costs will be agreed with the Client prior to any spend.
3.6 VAT will be payable on the Consultancy’s fees and (where appropriate) expenses.
3.7 All sums shall be invoiced and paid as specified in the Contract. The Client will pay the Consultancy’s invoices in 14 days. Unless otherwise specified, where payment is on a time and materials basis, the Consultancy may invoice monthly.
3.8 If full payment of any amount due under the Consultancy Master Services Agreement is not received by the Consultancy by the due date then without prejudice to its rights, the Consultancy may: suspend provision of Services, and any agreed timescale will be automatically extended; terminate this Agreement and any current Schedule for material breach; issue whatever proceedings it deems necessary to recover the entire amount due; charge interest and reimbursement of the reasonable recovery costs in line with current Government Guidelines on combating late payment in commercial transactions.
3.9 After completing the work or if the Consultancy’s engagement is terminated for any reason, the Consultancy is entitled to keep all documents, any log in details, or any other similar information, while there is money owing to us for the Consultancy’s charges and expenses.
3.10 If payment in full is not made on the due date for payment of an invoice, the Consultancy shall be entitled to charge interest on the outstanding amount from the date payment fell due until payment is received in full (whether before or after any judgment has been obtained) at 8% per annum. Such interest will accrue on a daily basis and be compounded quarterly.
4. Force Majeure
4.1 Neither party will be liable for delay in performing obligations or for failure to perform obligations under this agreement if the delay or failure resulted from circumstances beyond their control, including, but not limited to, ‘force majeure’, an ‘act of God’ or Government act, fire, explosion, flood, accident, civil commotion, or industrial dispute or impossibility of obtaining materials.
5. Staff obligations and Third-Party rights
5.1 Each party retains solely, all the responsibilities and rights of any employer towards and in relation to its own employees. No person providing Services is expected or required to integrate into the Client’s business organisation or employed workforce. Neither party seconds its employees or any of them to the other, nor is it the intention of either party to have or create an employee/employer relationship with the other. Each party will indemnify the other against any claims brought by or in relation to its own employees, whether such claims relate to employment, tax, national insurance, or otherwise.
5.2 During this agreement the Client and the Consultancy will work closely together and professional relationships will be formed. If at any point within the agreement, or for 12 months after the termination of the agreement, the Client makes a genuine offer of employment to an employee of the Consultancy, the Client agrees that the balance of the agreement fee, i.e., the cost of the remainder of the contract, will become payable within 14 days and that the contract will terminate. Further, the Client agrees that the Client will pay the Consultancy a recruitment fee equal to no less than 25% + VAT of the FTE annual salary of the employee. Should the Client not provide the Consultancy with details of the FTE salary that has been offered to the Consultancy’s employee then the Consultancy reserves the right to apply ‘market rate’ to the position, provide evidence to the Client and invoice accordingly. The recruitment fee is payable even if the Consultancy’s employee does not either accept the offer of employment or fails to start as agreed with the Client.
5.3 No third-party rights are intended to be conferred or created by this Agreement or any Schedule.
5.4 In this term, ‘employees’, includes, so far as the context permits; the Consultancy’s officers and employees.
6.1 Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by other secret, and on termination (or sooner if required) will at the option of the owner thereof return or destroy such confidential information.
6.2 Both parties will ensure full and proper compliance with the General Data Protection Regulation (GDPR) and the Data Protection Act 2018. Where required to do so, the Consultancy will act as a Data Processor of the Client’s personal and special categories of data; the Client being the Data Controller with ultimate and overall responsibility and liability.
6.3 Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the end of this Agreement. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which is or becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.
6.4 The Consultancy uses email as an efficient method of communication. Please note that emails and any attachments sent to the Client will not have been encrypted. Just as with the postal service, there is a risk of interception as well as the additional possibility of hacking by other users on the internet. This can put confidentiality at risk. To the extent permitted by law, the Consultancy do not accept responsibility for any loss arising from a third-party gaining access to emails between us or for any virus infection or external compromise of security. The Consultancy assumes that the Client consents to the use of email unless the Client tells the Consultancy in writing that the Client does not agree.
6.5 The Consultancy makes reasonable attempts to exclude from the Consultancy’s emails any virus or other defects which might harm a computer or IT system. The Client undertakes to act likewise with any electronic communications the Client sends to the Consultancy. Neither the Client nor the Consultancy shall have any liability to each other in respect of any claim or loss arising in connection with such a virus or defect in an electronic communication other than where such claim or loss arises from bad faith or wilful default.
7.1 The Consultancy may not prematurely terminate the Services provided under the Master Services Agreement other than for a justifiable reason.
7.2 Any notice to be given by either party to the other, should be via email. To ensure the Notice has been received, confirmation of receipt of the email must be obtained.
7.3 Either party may terminate the Master Services Agreement at any time, after completion of the term agreed, or when there is no current ‘live’ Schedule, by giving three months’ written notice.
7.4 Either party may terminate the Master Services Agreement and any current ‘live’ Contract by providing three calendar months’ notice, in writing, to the other party. Where work continues under this Contract after the term has been completed, this will be deemed as a ‘live’ Rolling Contract and will be subject to the conditions of the Contract, whereby either three months’ notice is required, or a new Contract is put in place.
7.5 Where the Consultancy’s engagement is terminated, the Consultancy will be entitled to charge the Client for the work undertaken in accordance with the applicable Contract, Purchase Order or any other instructions to undertake work and this Master Services Agreement.
7.6 In the event that a party is in material breach of the contract, or if a party becomes insolvent, then the other party reserves the right to terminate the contract immediately, in writing.
7.7 Any agreed rights or obligations of a continuing nature shall survive termination.
8. Term of Agreement
8.1 The Master Services Agreement shall come into force on the Commencement Date and shall continue from year to year thereafter, but for no less than the minimum term of the Contract, until terminated by notice or otherwise in accordance with clause 7.
9.1 These terms of the Master Services Agreement are governed by the Laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.
The Consultancy reserves the right to modify these conditions without prior notice.
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