THIS AGREEMENT is made on %%date_agreement%%

BETWEEN:

  1. %%client%% of %%client_address%% (‘the Company’); and

  2. Tombarry Ltd (the ‘Provider’) of %%provider_address%%

WHEREAS:

The Company and the Provider have agreed the following terms for the provision of the Provider’s Services to the Company

NOW IT IS AGREED as follows:

DEFINITIONS

In this agreement:

  1. Words importing one gender include both genders and words importing the singular include the plural and vice versa (unless the context otherwise requires).

  2. Any reference to any statutory provision includes a reference to any statutory modification of it.

  3. The Fee: means the fee payable below.

  4. Confidential Information: means information relating to the business, finances, commercial activities, products, clients or affairs of the Company confidential to it (or them) or treated by it (or them) as such and trade secrets relating to the business of the Company or any of its clients, students, suppliers or customers. Confidential Information includes (by way of example only and without limitation) technical data, know-how, financial information, financial forecasts, marketing strategies, password and security information.

  5. Commencement Date: means %%date_agreement%%

  6. Term: means the period commencing on the ‘Commencement Date’ and terminating on the ‘Termination Date’.

  7. Termination date: means the date on which this Agreement ends.

COMMENCEMENT

The provision of the Services shall commence on the Commencement Date %%client%% and shall continue until termination by either the Company or the Provider giving the other not less than three months notice in writing.

  1. THE SERVICES

    1. The Provider shall provide Services as specified below

      1. Maintenance of %%service%%

      2. Addition of %%service_additions%%

      3. Ad hoc requests (%%service_adhoc%% limited to %%service_adhoc_amount%% per month)

    2. This Agreement sets out the terms under which the Provider shall provide Services for the Company on a freelance basis. For the avoidance of doubt the Company shall not be obliged to provide the Provider with any work and the Provider will not be obliged to perform any work unless and until the Company has requested and the Provider has agreed to perform such work.

    3. The Provider agrees to, as and when requested by the Company, to supply the Services as required by the Company.

    4. The Provider may determine the manner in which the Services are provided. The Company is not obliged to supervise the Provider.

    5. The Provider shall, as and when requested to do so by the Company, provide information to the Company (in writing if so required) about any aspect of the provision of the Services.

  2. FACILITIES AND EQUIPMENT

    1. The provider shall supply all necessary facility and equipment to carry on the duties of the agreement.

  3. OTHER ACTIVITIES OF THE PROVIDER

    1. It is understood that the Provider may act as a Provider, or be engaged in any other working relationship, or provide Services to a third party or third parties. Provided such arrangements do not prevent the proper provision of the Services, the Provider is under no obligation to notify the Company of, or obtain any approval or consent from the Company in respect of, such arrangements.

    2. The Provider will, wherever possible, provide the same person to ensure continuity but reserves the right to substitute for other individuals with the agreement of the Company (not to be unreasonably withheld).

  4. TERMINATION

    1. The Company may terminate or suspend the performance of its obligations under the Agreement immediately upon giving written notice to the Provider without liability for compensation or damages if the Provider by way of example:

      • fails to comply with the terms and conditions of this Agreement which (if capable of remedy) shall remain unremedied 30 days after notice of such breach has been served by the Company on the Provider

      • is unable or prevented from carrying out duties under this Agreement through incapacity or any other cause for a number of weeks exceeding a total of 5 weeks in any period of 10 weeks

      • wilfully neglects to perform his or her duties under this Agreement and, in particular, fails to remedy any fault in work produced by the Provider within 5 days of being notified of that fault

      • acts in any way which in the opinion of the Company brings or will bring the Company into disrepute

      • purports to assign the benefit or burden of this agreement.

    2. The Provider may terminate or suspend the performance of his or her obligations under this Agreement immediately upon giving written notice to the Company without liability for compensation or damages if the Company:

      • fails to comply with the terms and conditions of this Agreement which (if capable of remedy) shall remain un-remedied 30 days after notice of such breach has been served by the Provider on the Company

      • purports to assign the benefit or burden of this agreement.

  5. CONFIDENTIALITY

    1. In the course of the provision of the Services the Provider is likely to have access to secret or confidential information (whether recorded in writing or on computer disk or in any other manner) regarding the affairs of the Company and its clients, customers and business associates.

    2. During the provision of the Services and after the cessation of such provision the Provider shall not use (save for the benefit of the Company) and shall not disclose, divulge or communicate directly or indirectly to any third party any such Confidential Information without the Company’s prior written consent.

  6. PAYMENT AND HOURS

    1. The Company shall pay the Provider fees at a rate of £%%provider_rate%% per %%provider_rate_period%%. Other services outside the scope of this agreement may be subject to additional charge.

    2. Without prejudice to its other rights and remedies, the Company reserves the right to make no payment, or to make part payment, in respect of any Services of a standard below that which the Company may reasonably expect.

    3. The Provider shall be responsible for all travel, subsistence and other disbursements incurred by the Provider in the proper provision of the Services. Mileage from the Providers premises to the Customers premises will be charged at 45p per mile. Any overnight stays will be charged by the Provider to the Customer at cost, agreed in advance by the Customer.

    4. The Provider shall submit VAT invoices (if appropriate) in respect of the Services provided

Such invoices shall be addressed to the Company. These should be sent to the company monthly.

  1. The Company shall pay the Provider by BACs to the Provider’s bank account within 30 days of receipt of any such invoice.

  2. The Company shall cease to be liable to pay the Provider’s fee after the Termination Date, except for that which has already become due and payable.

  3. You authorise the Company to deduct from the Fee such sums on account of any losses suffered by the Company as a result of negligence or breach of duty in the Provider’s performance of the Services.

  4. Fees will be reviewed and agreed on 1st January each year.

  5. TAX CONTRIBUTIONS

    1. Nothing in this Agreement shall render the Provider an employee, agent or partner of the Company, and the Provider shall not hold himself / herself out as such.

    2. For the avoidance of doubt, the Provider is not entitled to any benefits provided to the Company’s employees, including for example paid holidays, private medical insurance, pension, sick pay, season ticket loan, life assurance, permanent health insurance, the opportunity to participate in any savings related share option plan or any other fringe benefits provided by the Company.

    3. For the avoidance of doubt the Provider will be solely liable for the payment of any tax or social security contributions payable on any fees or expenses paid to him or her by the Company arising in consequence of the Agreement.

  6. MISCELLANEOUS

    1. This Agreement constitutes the whole agreement between the parties in respect of the provision of the Services by the Provider to the Company and there are no other promises, terms, conditions understanding, arrangements or obligations oral or written other than those contained in this Agreement.

    2. No variation of this Agreement will be valid unless confirmed in writing and signed by or on behalf of both parties.

    3. This Agreement shall be governed and construed in all respects by English law and the parties to it irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.

This agreement has been duly executed as a deed on the date stated above.

Signed by:

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%%provider_signed_name%%

%%provider_signed_title%%, Tombarry Ltd

For and on behalf of the Provider

Signed by:

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%%company_signed_name%%

%%company_signed_title%%, %%client%%

For and on behalf of the Company