Breed Communications Limited - limited company consultancy agreement

Transcription

1 Limited Company Consultancy Master Agreement DATED BETWEEN:- (1) Breed Communications Limited (Company Number ) whose registered office is c/o Hilton Consulting, 119 The Hub, 300 Kensal Rise, London W10 5BE( Breed ); and (2) Limited (Company Number ) whose registered office is at ( Supplier ) 1 Background 1.1 Breed provides marketing, communication and advertising solutions to its clients on a project basis. Supplier has identified itself to Breed as employing or engaging individuals with certain skills that Breed may wish to utilise from time to time ( Supplier Consultants ). 1.2 Breed is prepared to engage the Supplier and the Supplier is prepared to provide certain services from time to time subject to the terms and conditions contained in this document ( the Master Agreement ) which will govern the overall relationship between Breed and the Supplier and apply to any project that the Supplier may agree to undertake. 2 Project Schedules 2.1 On identifying a project where Breed may potentially need to engage Supplier s services, the details will be discussed with Supplier. There is no obligation on Supplier to accept any project that may be offered to it and Breed is under no obligation to identify or offer projects for any particular Supplier to work on. 2.2 In the event of Breed engaging a Supplier s services to work on a project Breed will prepare a schedule ( the Project Schedule ) materially in the form attached as Appendix 1 giving details of the expected length of the project, the name of the client, the services that Supplier is required to perform ( the Services ), the fees that will be payable to Supplier by Breed ( the Fees ), the Supplier Consultants to be engaged on the project and any other details that are relevant to that particular project. Each Project Schedule will also be subject to this Master Agreement which shall together form the agreement between Breed and the Supplier and each project shall be considered as a separate contract. This means that during periods when Supplier is not performing services for Breed under the terms of a Project Schedule, there will be no contract between Supplier and Breed. 2.3 To accept a Project Schedule the Supplier needs to acknowledge acceptance to Breed at which time the Supplier will be considered contracted to provide the Services detailed in the Project Schedule subject to the terms of this Master Agreement and any additional terms specified in the Project Schedule.

2 3 Fees 3.1 In consideration of the Services, Breed will pay the Supplier the Fees (exclusive of any VAT, which, if applicable, will be payable by Breed in addition to the Fees). The Fees shall be paid in accordance with the Project Schedule. 3.2 If the Supplier is unable to procure the services of a Supplier Consultant to carry out the Services for any reason the Supplier will not be entitled to receive any fee in respect of the period of inability or unavailability. 4 Supplier Consultants 4.1 The Supplier shall procure that the Supplier Consultant(s) identified in the Project Schedule shall be available to carry out the Services. The Supplier shall be permitted to substitute Supplier Consultant(s) during the course of a project subject to Breed s prior written approval. 4.2 The Supplier undertakes to Breed that all Supplier Consultant(s) will be entitled to work in the United Kingdom without further approvals. 4.3 During the performance of any project a Supplier may not accept engagement with any person firm or company which is a competitor of the Breed client identified in the Project Schedule on which the Supplier is currently engaged. 5 Supplier s Obligations 5.1 The Supplier undertakes that the Services will be provided to the best of it s and the Supplier Consultant s ability and with reasonable care and skill in accordance with best practice in the Supplier s industry. The Supplier shall at all times take responsibility for the way in which the Services are performed and for the acts and omissions of the Suppliers Consultant(s). 5.2 Depending on the project on which the Supplier is working from time to time, Breed may have entered into a further contract with its own client ( the Main Client Contract ). Where this is the case details of the Main Client Contract and/or a copy of the whole or relevant extracts of the Main Client Contract will be attached to or set out in the Project Schedule. The Supplier warrants that it will perform the Services in accordance with those parts of the Main Client Contract of which it has been notified. 5.3 The Supplier shall keep Breed indemnified in full against all costs, damages, expenses and losses (whether direct or indirect) including interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Breed as a result of or in connection with any claim made against Breed by a third party (including but not limited to the client identified in the Project Schedule) arising out of, or in connection with, the supply of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Main Client Contract, the Master Agreement or any Project Schedule by the Supplier, the Supplier s Consultant(s) or any of its other employees, consultants, agents or subcontractors.

3 5.4 The Supplier has no authority (and shall not hold itself out as having such authority) to bind Breed or enter into any obligations on behalf of Breed. 5.5 In circumstances where the Supplier is delivering the Services at the premises of a Breed client, the Supplier shall observe and shall ensure that the Supplier s Consultant(s) observe all health and safety and other policies of the Breed client that are brought to its attention. 6 Data Protection 6.1 The Supplier undertakes to obtain the consent of the Supplier Consultant(s) for the purposes of the Data Protection Act 1998 to the processing of all or any personal data (in electronic, manual or any other form) relevant to the Supplier s engagement by Breed and/or any agent or third party nominated by Breed and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the EEA. 6.2 In particular but without prejudice to the generality of clause 6.1, in order to promote Breed s services to any potential or existing client, the Supplier undertakes to obtain the consent of each Supplier Consultant to authorise Breed to use any portfolio materials or resume information relating to the Supplier Consultant(s) in Breed s possession from time to time whether such material has been supplied direct by the Supplier Consultant(s) or provided on their behalf by the Supplier. 7 Supplier s Warranty and Indemnity 7.1 The Supplier warrants and represents to Breed that it will comply with all legal and fiscal obligations in relation to the supply of the Services and the Supplier s Consultants. In particular but without prejudice to the generality of the foregoing, the Supplier warrants that it is responsible for all payments to be made to the Supplier Consultant(s) and will account for all tax, national insurance contributions and other payments that may be relevant to such payments. 7.2 The Supplier agrees to indemnify Breed against any breach of clause 7.1 and to indemnify Breed in the event that any tax or national insurance is found to be payable by Breed in respect of any sums paid by Breed to the Supplier together with all related costs, penalties and interest incurred by Breed and arising out of any liability to pay or deduct tax or national insurance but not if such interest or penalty has arisen wholly as a result of Breed s negligence. 7.3 Nothing in this Master Agreement or a Project Schedule shall render the Supplier an agent or business partner of Breed, or a Supplier s Consultant a worker or employee of Breed. The Supplier agrees to indemnify Breed against any claim or proceedings a Supplier s Consultant may bring against Breed claiming the status of a worker or employee of Breed including any costs, expenses, awards or compensation incurred by Breed and connected with or arising from any such claim or proceedings.

4 7.4 The Supplier will take out and maintain with reputable insurers appropriate indemnity insurance in connection with the Services and will supply Breed with copies of the current certificates of insurance on request. The Supplier acknowledges its responsibility to make it own insurance provision (including, without limitation, cover for equipment owned by the Supplier and insurance in connection with the Supplier s Consultants) and that the Supplier is responsible for all payments in relation to the Supplier s Consultants including, fees, salary, statutory sick pay and pension arrangements (as relevant). 7.5 The Supplier shall be liable for and shall indemnify Breed for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Supplier or any of the Supplier s Consultants, of the terms of this Master Agreement or Project Schedule, including any negligent or reckless act, omission or default in the provision of the Services. 8 Confidential Information 8.1 Except as required in order to perform the Services or as required by law the Supplier agrees that it will not at any time disclose or use or cause to be disclosed or used, any secret or confidential information or non-public information about the business, financial or other affairs of Breed or any of its clients. In particular but without limitation, this applies to any project specified on a Project Schedule on which a Supplier Consultant is working or has worked. This restriction shall continue without limit in time but shall not apply to information that is in the public domain, unless it has been made public through the actions of the Supplier or a Supplier Consultant. The Supplier further agrees to procure that the Supplier Consultants will be aware of and abide by this clause. 8.2 All notes, records, drawings, documents and other tangible items made, used or held by the Supplier or a Supplier Consultant in the course of providing the Services will be and remain at all times the property of Breed. The Supplier undertakes to return all such property on the termination of any project and agrees to do so at any time if requested by Breed. 9 Intellectual Property 9.1 Subject to clause 9.6 all copyright and other intellectual property rights in any work that may be conceived or made by the Supplier or a Supplier Consultant in the course of providing the Services (whether alone or in conjunction with others) will belong to Breed for the full period such rights subsist and all extensions and renewals of such rights in any part of the world. The Supplier undertakes to procure that the Supplier or the Supplier Consultant (as the case may be) will assign to Breed with full title guarantee and free from all third party rights any interest that the Supplier or the Supplier Consultant may have in such intellectual property or the rights arising from it. 9.2 The Supplier agrees that Breed or its client may alter any work that a Supplier Consultant produces and the Supplier will procure that the Supplier Consultant(s) will

5 waive any moral rights including any rights conferred by Sections of the Copyright Designs and Patents Act 1988 (or any similar provisions of law in any jurisdiction) that he or she have or may have in any work that is produced. 9.3 The Supplier agrees (and to procure that the Supplier Consultant(s) will act likewise) to sign any document and do such other acts and things as may be necessary or desirable in Breed s opinion to substantiate, protect and/or maintain Breed s intellectual property rights. The Supplier acknowledges that, except as provided by law neither the Supplier nor the Supplier Consultant(s) will be entitled to receive any further compensation in respect of the intellectual property that is produced and its assignment to Breed. 9.4 The Supplier agrees that any director of Breed may as its attorney and in the Supplier s name execute all documents and do such acts as may be necessary or desirable to give effect to the above provisions and will procure that reciprocal arrangements will be made with its Supplier Consultant(s). 9.5 In certain circumstances and depending on the Services which are to be provided by the Supplier it may be appropriate for a separate fee to be payable to the Supplier for the assignment of certain intellectual property rights in which case this will be discussed and agreed in writing with the Supplier in advance. 9.6 Any copyright and other intellectual property rights subsisting in any materials prior to the date of any Project Schedule whether created by the Supplier or by any third party licensor which said materials are used by the Supplier in the supply of the Services shall remain the property of the Supplier but licensed to Breed and any client of Breed on a permanent, royalty free, non-exclusive basis, such licence being to such extent as is necessary to enable Breed or any client of Breed to take advantage of the Services as contemplated by the Project Schedule. 12 Anti-Bribery and Corruption The Supplier shall: 10.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); comply with Breed s Anti-bribery and Corruption Policy as notified and updated by Breed from time to time (Relevant Policies); 10.3 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies, and will enforce them where appropriate;

6 10.4 promptly report to Breed any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Master Agreement and/or the Services; 10.5 The Supplier shall ensure that all Supplier Consultants and any person associated with the Supplier who is performing services in connection with this Master Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 10 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Breed for any breach by such persons of any of the Relevant Terms. 11 Termination 11.1 This Master Agreement will apply to all Project Schedules agreed between Breed and the Supplier from time to time and unless terminated in accordance with clause 11.2 shall continue until terminated by either party serving writen notice of one (1) month on the other (such termination to be without prejudice to any ongoing project which is already subject to a Project Schedule) Breed may by written notice terminate this Master Agreement and any Project Schedule with immediate effect if: the Supplier breaches any term of this Master Agreement or any Project Schedule which, in the case capable of remedy is not remedied by the Supplier within 21 days of a written notice from Breed specifying the breach and requiring its remedy; the Supplier goes into liquidation, makes a voluntary arrangement with its creditors or has a receive or administrator appointed; Breed s client as identified in the Project Schedule terminates its agreement with Breed (in which case this Master Agreement shall be terminated for the purposes of that Project Schedule but otherwise shall continue to regulate the arrangements between the parties). 12 Entire agreement 12.1 This Master Agreement together with any Project Schedule (and any documents mentioned therein) contain the entire agreement between the Supplier and Breed and can only be changed if the changes are put in writing and signed on behalf of both parties by duly authorised directors. Nothing in this Master Agreement or any Project Schedule shall be taken so as to construe a partnership or joint venture between the parties. In the event of any discrepancy between the Main Client Contract and this Master Agreement, the Main Client Contract shall prevail. 13 Notices Any notice to be given by either party to the other shall be validly given if:-

7 13.1 posted by prepaid recorded delivery first class and trackable post with the mainland of the United Kingdom and correctly addressed to the party to be served, and shall be deemed served when proof of delivery is provided by the carrier.; 13.2 sent to the correct facsimile number of the party to be served and the sender has a fax machine s printed journal entry to prove safe receipt by the party to be served and shall be deemed served on the next working day after sending; 13.3 personally delivered (which includes signed delivery by a courier) to a registered director of either party and shall be deemed served when so delivered; and for these purposes the details of each party will be set out in each Project Schedule. 14. General 14.1 A person who is not a party to this Master Agreement shall not have any rights under or in connection with it The Supplier shall not without the prior written consent of Breed assign, transfer, sub-contract or deal in any other way with its obligations and rights under this Master Agreement. Breed may at any time assign, transfer, sub-contract or deal in any way that it considers fit with it obligations and rights under this Master Agreement. 15 Governing Law 15 This Master Agreement and each Project Summary shall be governed by and construed in accordance with English law and in the event of a dispute Breed and the Supplier agree to submit to the exclusive jurisdiction of the English courts. AS WITNESS the parties have executed this document as a deed on the date appearing at the top of page 1 Executed and delivered as a Deed by.[name of Supplier Company] acting by:- Director.. Director/secretary.. Executed and delivered as a deed by Breed Communications Limited acting by:-

8 Director. Director/secretary

9 APPENDIX 1 Example of Project Schedule for Limited Company Consultant Name of Supplier company:- Registered number of Supplier company:- Registered office of Supplier company:- Trading address of Supplier company (if different to registered office) Names of Supplier Consultant(s) to be engaged on project Address(s) of Supplier Consultant(s) to be engaged on project Name of Breed client:- Address of Breed client:- Services to be provided by Supplier company:- Date the project to commence:- Date the project is expected to end:- Fee payable to the Supplier company for the Services (exclusive of VAT):- Payment details of the fee:- Other details:- Main Client Contract:- EITHER Attached in full OR The Supplier is required to comply with the following:- [set out extracts or obligations that Breed is required to comply with under the Main Client Contract and that Breed requires the Supplier to perform back to back. Best policy is to disclose all of the Main Client Contract other than those parts that might be considered commercially sensitive by Breed fees etc] The fee will be payable in [1/2/3 etc] instalments against the Supplier company s VAT invoice. Invoices to be rendered by the consultant to Breed on or after [dates] and payable immediately after payment by client.

10 It is agreed that the above Project Summary together with the Master Agreement executed by the Supplier and dated [ ] form the entire agreement between Breed Communications Limited (company number ) whose registered office is Hilton Consulting, 119 The Hub, 300 Kensal Rise, London W10 5BE and the Supplier.