Terms of Agreement

The Client is of the opinion that Consultancy has the necessary qualifications, experience and abilities to provide consulting services to the Client.

The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

  1. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”):

    1. A diagnostics of the building complex known as “Republic” and the office space known as “Republic Studios” to produce a report on how to enhance workplace performance and experience. The materials provided to the Client will be in a pdf report including a written review of the site, a schedule of action for immediate improvements. All language will be provided in useable form by the Client without further help of the Consultant.

  2. The Services will also include any other consulting tasks which the Parties may mutually agree on. The Consultant hereby agrees to provide such Services to the Client.

    Terms of Agreement

  3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.

  4. Performance: The Parties agree to use all reasonable endeavours to ensure that the terms of this Agreement take effect.

  5. Currency:

    1. Except as otherwise provided in this Agreement all monetary amounts referred to in this Agreement are in GBP£.

  6. Payment:

    1. The Consultant will charge the Client a flat fee of £3,000.00 for the Services (the “Payment”)

  7. The Client will be invoiced as follows: 100% due upon signature of the Agreement. Invoices submitted by the Consultant to the Client are due upon receipt. The Payment as stated in this Agreement does not include (Value Added Tax). Any Value Tax required will be charged to the Client in addition to the Payment.

  8. The Consultant will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Consultant will indemnify the Client in respect of any such payments required to be made by the Client.

  9. The Consultant will be solely responsible for the payment of all remuneration and benefits due to the employees of the Consultant (unless otherwise referenced in this Agreement), including any National Insurance, income tax and any other form of taxation or social security costs.

  10. Reimbursement of Expenses:

    1. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant on connection with providing the Services. The Consultant will only be reimbursed for expenses submitted according to the following guidelines

      1. Where travel is beyond the London M25 motorway.

  11. Penalties for Late Payment:

    1. Any late payments will trigger a fee of 4.00% per month on the amount still owing.

  12. Confidentiality

    1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered proprietary to the Client including, but not limited to, accounting records, business processes.

  13. The Consultant agrees that they will not disclose, divulge, reveal, report os use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and ill survive indefinitely upon termination of this Agreement.

  14. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.

  15. Ownership of the Intellectual Property:

    1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

  16. The Consultant may not use the Intellectual Property for any purpose other that that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

  17. Return of Property

    1. Upon the expiry or termination of this Agreement, the Consultant will return to the Client and property, documentation, records, or Confidential Information which is the property of the Client.

  18. Capacity/Independent Contractor

    1. In providing the Services this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

  19. Indemnification:

    1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by the applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, offices, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

  20. Modification of Agreement:

    1. Any amendment of modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

  21. Words in the singular mean and include the plural, and vice versa. Words in the masculine mean and include the feminine and vice versa.

  22. This Agreement will be governed by and construed in accordance with the laws of England.

  23. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in while or in whole or in part, all other provisions will be nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

  24. Waiver:

    1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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