Consultant Services Agreement

THIS AGREEMENTis made on the date of purchase of the specified service.

BETWEEN:

(1)The Cynefin Co (“the Consultant”) and

(2) You as a signatory to the Master Services Agreement , purchasing consultancy services from the Cynefin Co (“the Client”)

WHEREAS:

(1) The Consultant provides consultancy services to business clients. The Consultant has reasonable skill, knowledge and experience in that field.

(2) The Client wishes to engage the Consultant to provide the services set out in this Agreement, subject to the Statement(s) of Work “SOW(s)” and the accepted quotation which are hereby expressly incorporated into these terms and conditions of this Agreement.

(3) The Consultant agrees to provide the services set out in this Agreement to the Client, subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); and
“Services” means the services to be provided by the Consultant to the Client in accordance with Clause 2, as fully defined in the SOW(s), and subject to the terms and conditions of this Agreement.

Unless the context otherwise requires, each reference in this Agreement to:
1. “writing”, and any cognate expression, includes a reference to any communication by e-mail;
2. “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time.
The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

Provision of the Services

1. With effect from the Commencement Date, the Consultant shall, throughout the Term of this Agreement, provide the Services to the Client.
2. The Consultant shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the United Kingdom.
3. The Consultant shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the SOW(s).
4. The Consultant shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
5. The Consultant shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
6. Nothing in this Agreement will be deemed to require the Consultant to undertake any act or perform any services which in its good faith judgement would be misleading, false, libellous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or the Consultant’s interests.
7. This Contract shall not prevent the Consultant from undertaking other consultancy or project management services provided that the undertaking of such services does not cause a breach of any provision of this Contract.
8. The Consultant shall promptly and efficiently perform the Consultancy Services as and when required with all due care and skill as may be expected of a person or an organisation with the experience of the Consultant and in accordance with this Contract and in particular but not limited to the provisions set out in the SOW(s).
9. The Consultant shall keep detailed and accurate records of all activities undertaken in relation to the provision of the Services and shall provide the Client with reports at such intervals and in such form as the Client may from time to time require.

Client’s Obligations

1. The Client shall use all reasonable endeavours to provide all pertinent information to the Consultant that is necessary for the Consultant’s provision of the Services.
2. The Client may, from time to time, issue reasonable instructions to the Consultant in relation to the Consultant’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the SOW(s).
3. In the event that the Consultant requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
4. If any consents, licences or other permissions are needed from any authorities, local authorities or similar, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
5. If the nature of the Services requires that the Consultant has access to the Client’s premises or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that the Consultant has access to the same at the times to be agreed between the Consultant and the Client as required.
6. Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause 3 shall not be the responsibility or fault of the Consultant.
7. The Client shall be required to purchase any applicable third-party licenses for any third-party products that are necessary for the Consultant to provide and develop the Services.
8. Other than as expressly and specifically set forth in a SOW, any expenses incurred by Consultant in performing the Services will be the sole responsibility of Consultant, unless approved in writing beforehand by the Client and incurred in accordance with the Consultant’s travel and expense policy. As a condition to receipt of reimbursement for expenses, Consultant shall be required to submit to the Client evidence that the amount involved was reasonably expended and related to Services provided under this Agreement.

Fees, Payment and Records

1. The Client shall pay the Fees to the Consultant in accordance with the provisions of the accepted quotation and this Clause 4.
2. The Consultant shall invoice the Client for Fees due in accordance with the provisions of the accepted quotation.
3. All payments required to be made pursuant to this Agreement by either Party shall be made within 30 Business Days (Net 30) of receipt by that Party of the relevant invoice.
4. All payments required to be made pursuant to this Agreement by either Party shall be made in GBP, unless otherwise stated on the Master Services Agreement in cleared funds to such bank in England as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
5. Where any payment pursuant to this Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
6. Without prejudice, any sums which remain unpaid following the expiry of the period set out in sub-Clause 4.3 shall incur interest on a daily basis at 5% above the base rate of Bank of England from time to time until payment is made in full of any such outstanding sums.

Liability, Indemnity and Insurance

1. The Consultant shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
2. In the event that the Consultant fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
3. The Consultant’s total liability for any loss or damage caused as a result of its negligence or breach of this Agreement shall be limited to the fee charged for the relevant project as set out in the accepted quotation.
4. The Consultant shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Consultant.
5. Nothing in this Agreement shall limit or exclude the Consultant’s liability for death or personal injury.
6. Subject to sub-Clause 5.3 the Consultant shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Consultant’s breach of this Agreement.
7. The Client shall indemnify the Consultant against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Consultant) caused by the Client or its agents or employees.
8. Neither Party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

Ownership
1. All Services developed or prepared by the Consultant or its employees or Subcontractors for Client hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed “Work Product” provided that (i) the Services are produced in final form (i.e., ready to be deployed in the Client`s IT Infrastructure) by the Consultant for Client within six (6) months of being proposed by the Consultant and (ii) Client has paid to the Consultant all fees and costs associated with creating and, where applicable, producing the Services.
2. All title and interest to Work Product shall vest in Client as “works made for hire”. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by the Consultant to Client. In order to assure that its employees and Subcontractors do not possess proprietary rights in the Work Product that are inconsistent with Client’s possession of such rights, the Consultant will, as necessary, obtain the assignment and conveyance to Client, or to the Consultant for the benefit of Client, of any proprietary rights that such persons or entities may then have or may have in the future to such Work Product.
3. Notwithstanding any other provision of this Agreement, the Consultant shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by the Consultant or its licensors, and regardless of whether incorporated in any Work Product, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to Client’s unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the “look and feel” of the Services or other deliverables, in connection with the Services.
4. Subject to fulfilment of Client’s payment obligations hereunder, the Consultant hereby grants Client a worldwide, perpetual, irrevocable, royalty-free, nonexclusive license, with right to sublicense (but only for the benefit of Client or its permitted successors or assigns), to use the Consultant Services actually incorporated into Work Product pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Work Product, provided that Client shall not have the right to publish or distribute any the Consultant Services other than as part of such Work Product or to create derivative works of the Consultant Services.

Conflict of interest

The Consultant acknowledges and agrees that (except as provided below) it will not act for any person or organisation that is or is reasonably likely to become a contractor of the Client in relation to the project for which the Consultancy Services are provided, in any capacity. For the avoidance of doubt, this Clause 7 shall not prevent the Consultant from providing services to an existing client of the Consultant to whom the Consultant is currently providing services provided that, where the Consultant is providing such services to such a person who is an existing client:

It shall not act for any such client in respect of any transactions between the Client and such client or its Associated Companies; and;
The Consultant will ensure that any personnel acting for any such client who is not already acting for the Client do not have access to information held by the Consultant relating to the Client.
This Clause shall survive the termination of the Consultant's appointment, howsoever arising for a period of one year, and shall continue in full force and effect.

Confidentiality

Each Party undertakes that, except as provided by a separate Confidentiality Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 5 years after its termination: (i) keep confidential all Confidential Information; (ii) not disclose any Confidential Information to any other party; (iii) not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement; (iv) not make any copies of, record in any way or part with possession of any Confidential Information; and (v) ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 8.
Either Party may disclose any Confidential Information to: (i) any sub-contractor or supplier of that Party; (ii)any governmental or other authority or regulatory body; or (iii) any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; (iv) to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law; and (v) use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
The provisions of this Clause 8 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

Force Majeure

1. No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to power failure, internet Consultant failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
2. In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 30 Days, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.

Term and Termination

1. This Agreement will commence on the Effective Date and will continue until final completion of the Services as set forth in the SOW(s) or until earlier terminated in accordance with this Agreement, subject to the provisions of this Clause 10.
2. Notice of termination of any SOW shall not be considered notice of termination of this Agreement Either Party may terminate this Agreement by giving to the other not less than 30 Days written notice.
3. Either Party may immediately terminate this Agreement by giving written notice to the other Party if: (i) any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 20 Business Days of the due date for payment; (ii) the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 7 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied; (iii) an encumbrancer takes possession, or makes any voluntary arrangement with its creditors or, becomes subject to an administration order or, goes into liquidation or, anything analogous to any of the foregoing or threatens to cease, to carry on business.
4. For the purposes of this Clause, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
5. The rights to terminate this Agreement given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
6. In the event of Termination and Expiration of the Agreement, the Consultant agrees to refund the Client, after a maximum of 60 days of the Termination Date.

Effects of Termination

Upon the termination of this Agreement for any reason: (i) any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable; (ii) all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect; (iii) termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination; (iv) subject as provided in this Clause 11 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and (v) each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

No Waiver

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

Status of consultant

In carrying out its obligations under this Contract the Consultant agrees that it will be acting as principal and not as the agent of the Client.
The Consultant warrants that it is a limited company duly registered in accordance with the law of England and Wales and that it shall provide services to the Client under the terms of this Contract as an independent contractor. The Consultant further warrants that it is the employer of any individuals who carry out the Consultancy Services on its behalf and that nothing in this Contract shall be construed or have the effect of giving rise to a relationship of employer and employee between the Client on the one hand and the Consultant or any of its officers or employees on the other, whether for the duration of the Contract, for the duration of each period for which the Consultant or an officer or employee of the Consultant is providing services to the Client pursuant to this Contract or otherwise.

Tax Indemnity

1. Where the Consultant is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration.
2. Where the Consultant is liable to National Insurance Contributions (NICs) in respect of consideration received under this contract, it shall at all times comply with the Social Security Contributions and Benefits Act 1992 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration.

Non-Solicitation

1. Neither Party shall, for the Term of this Agreement and for a period of 3 years after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement without the express written consent of that Party.
2. Neither Party shall, for the term of this Agreement and for a period of 3 years after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.

Third Party Rights

1. No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
2. Subject to this Clause this Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

Notices

1. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
2. In each case notices shall be addressed to the most recent address, e-mail address notified to the other Party.

Entire Agreement

1. This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
2. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Counterparts

This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

Dispute Resolution

1. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
2. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
3. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
4. Nothing in this Clause 22 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
5. The Parties hereby agree that the decision and outcome of the final method of dispute resolution under this Clause shall be final and binding on both Parties.

Law and Jurisdiction

1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
2. Subject to the provisions of Clause 22, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

Consultant Services Agreement

About the Cynefin Company

COOKIES ON OUR WEBSITE