SERVICES AGREEMENT Agreement Consultant MBA SERVICES Consultancy Terms Consultant Notification Form FEES EXPENSES

Transcription

1 SERVICES AGREEMENT This Services Agreement ( Agreement ) is a contract between you (the Consultant ) and MBA & Company Consultancy Limited ( MBA ), a company incorporated and registered in England and Wales with company number whose registered office is at 62 Wilson Street London EC2A 2BU. 1 SERVICES 1.1 In consideration for the payment of Fees in connection with the relevant Assignment, the Consultant agrees to provide consultancy services to MBA s Clients upon request by MBA on the terms and conditions set out here (the Consultancy Terms ). 1.2 In respect of any Assignment, MBA shall notify the Consultant in advance of the Client and the Services to be performed and the relevant Fees (the Consultant Notification Form ) and the Consultant shall be deemed to have entered into the Consultancy Agreement upon receipt of such Consultant Notification Form. 2 FEES 2.1 The Consultant shall invoice MBA for the Fees for work done by the Consultant in accordance with the Consultant Notification Form. MBA shall pay each invoice within thirty (30) days of receipt. 2.2 If the Client pays any Fees directly to the Consultant, the Consultant shall immediately notify MBA and give details of the amounts paid and such amounts shall be deemed to have been paid by MBA and shall be set-off against the amounts that would otherwise have been owed by MBA to the Consultant under this Agreement. 3 EXPENSES 3.1 If the Consultant Notification Form provides for the reimbursement of expenses to the Consultant, MBA shall pay such expenses to the Consultant within thirty (30) days of receipt of the same from the Client. 3.2 If the Client pays any expenses directly to the Consultant, the Consultant shall immediately notify MBA and give details of the amounts paid and such amounts shall be deemed to have been paid by MBA and shall be 1

2 set-off against the amounts that would otherwise have been owed by MBA to the Consultant under this Agreement. 4 DATA PROTECTION 4.1 The Consultant consents to MBA holding and processing data relating to him for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the Data Protection Act 1998) relating to the Consultant. 4.2 The Consultant consents to MBA making such information available to Clients and potential Clients and to potential purchasers of MBA or any part of its businesses. 4.3 The Consultant consents to the transfer of such information to MBA s business contacts outside the European Economic Area in order to further its business interests. 5 TERM AND TERMINATION 5.1 This Agreement shall commence on the date these terms and conditions are accepted by the Client and shall continue until terminated in accordance with its terms. 5.2 MBA may terminate this Agreement with immediate effect and with no liability to make any further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time the Consultant: commits any gross misconduct affecting the business of MBA or the Client; commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of MBA or the Client; is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); is in the reasonable opinion of MBA or the Client negligent or incompetent in the performance of the Services; 2

3 5.2.5 is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984; or commits any fraud or dishonesty or acts in any manner which in the opinion of MBA brings or is likely to bring the Consultant or MBA or the Client into disrepute or is materially adverse to the interests of MBA or the Client. 5.3 The rights of MBA under clause 5.2 are without prejudice to any other rights that it might have at law to terminate this Agreement or to accept any breach of this Agreement on the part of the Consultant as having brought the Agreement to an end. Any delay by MBA in exercising its rights to terminate shall not constitute a waiver of these rights. 5.4 Either Party may terminate this Agreement for any reason by giving one (1) week s notice to the other, provided that Consultant may not terminate this Agreement prior to the completion of any Assignment. 6 STATUS 6.1 The relationship of the Consultant to the Company will be that of independent contractor and nothing in this Agreement shall render him an employee, worker, agent or partner of MBA and the Consultant shall not hold himself out as such. 6.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify MBA for and in respect of: any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Consultant shall further indemnify MBA against all costs, expenses and any penalty, fine or interest incurred or payable by MBA in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and any liability arising from any employment-related claim or any claim based on or related to worker status (including all costs, expenses, legal fees, and any penalty, fine or interest incurred or payable by MBA in connection 3

4 with or in consequence of any such liability, deduction, contribution, assessment or claim) brought by or on behalf of the Consultant against MBA arising out of or in connection with the provision of the Services. 6.3 MBA may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant. 7 WARRANTIES AND LIABILITY 7.1 The Consultant warrants and represents that all information that it gives or has given to MBA in connection with this Agreement, including without limitation in respect of the Consultant s identity, personal details, qualifications, training and experience, is true, accurate and complete. 7.2 The Consultant agrees to fully indemnify MBA in respect of all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by MBA arising out of or in connection with a breach of the warranty in clause 7.1 above. 7.3 MBA shall have no liability to the Consultant whatsoever in respect of any Consultancy Agreement or any Assignment other than in respect of the payment of Fees under this Agreement, and the Consultant agrees that its sole course of action in connection with any Consultancy Agreement or Assignment (other than in respect of the payment of Fees under this Agreement) shall be against the relevant Client. 7.4 MBA gives no warranties whatsoever in relation to any Client, Assignment or other work placement and shall have no liability to the Consultant in respect of any acts of omissions of any Client or the employees, officers or agents of any Client. 8 ENTIRE AGREEMENT AND PREVIOUS CONTRACTS 8.1 Each party acknowledges and agrees with the other party that: this Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Consultant and the MBA and supersedes any previous arrangement, understanding or 4

5 agreement between them relating to any Assignment (which shall be deemed to have been terminated by mutual consent); in entering into this Agreement neither party has relied on any Pre- Contractual Statement; and each party agrees that the only rights and remedies available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this Agreement shall, however, limit or exclude any liability for fraud. 9 VARIATION No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties. 10 THIRD PARTY RIGHTS 10.1 Except as expressly provided elsewhere in this Agreement a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement. 11 GOVERNING LAW AND JURISDICTION 11.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 12 DEFINITIONS AND INTERPRETATION 12.1 The definitions and rules of interpretation in this clause apply in this 5

6 Agreement (unless the context requires otherwise) Assignment means the assignment to be undertaken by the Consultant for a Client as specified more fully in the relevant Consultant Notification Form Client means a client to whom the Consultant is to provide Services as identified in the relevant Consultant Notification Form Consultancy Agreement means an agreement for the provision of Services which is deemed to be entered into between the Client and the Consultant on the Consultancy Terms in accordance with clause Consultant Notification Form means the form to be provided by MBA to the Consultant in respect of each Assignment setting out detail in connection with that Assignment as defined in clause Engagement means the engagement of the Consultant by the Client pursuant to a Consultancy Agreement Fees in relation to any Assignment are as specified in the relevant Consultant Notification Form after deduction by MBA of relevant commission and expenses Pre-Contractual Statement means any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Engagement other than as expressly set out in this Agreement or any documents referred to in it Services are as set out in the relevant Consultant Notification Form Termination Date means the date of termination of this Agreement, howsoever arising The headings in this Agreement are inserted for convenience only and shall not affect its construction A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment 6

7 and includes any subordinate legislation for the time being in force made under it Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular The Schedule to this Agreement forms part of (and is incorporated into) this Agreement. SIGNED by... For and on behalf of MBA & COMPANY CONSULTANCY LIMITED... Signature... Date SIGNED by... (insert consultant person name) For and on behalf of (insert client company name) (insert consultant address)... Signature... Date 7

8 APPENDIX 1: CONSULTANT NOTIFICATION FORM Name of Client Name of Consultant Address of Consultant [SPECIFY] [SPECIFY] [SPECIFY] Temporary or Permanent Role Summary of Services Experience, training, qualifications and authorisations of Consultant Fees (including MBA commission) [See attached CV] Consultant s fee- [SPECIFY INCLUDING WHETHER SUCH FEE IS A MONTHLY FEE, MILESTONE BASED OR PROJECT BASED] MBA commission- [SPECIFY] [Expenses- charged at cost plus 5% administrative charge] [SPECIFY WHEN PAYABLE E.G. MONTHLY] Salary (if applicable) Permanent Fee 8