Terms and Conditions
Whereas the company wishes to obtain advisory and consulting services from the consultant as its independent external consultant for business development and the consultant agrees to assist the company with such services as an independent external consultant under the terms and conditions set forth in this agreement.
1.The client hereby agrees to engage the consultant to provide services of audits and compliance.
2.The services will also include any other tasks which the parties agree on.
Terms of Agreement
3. The term of this agreement will begin on the date of this Agreement and will remain in full force and effect until the completion of services, subject to earlier termination as provided in this agreement. The term of this agreement may be extended with written consent of parties.
4. In the event that either party breaches a material provision under this agreement, the non defaulting party may terminate this agreement and require the defaulting party to indemnify the non defaulting party against all reasonable damages.
5. The parties agree to do everything necessary to ensure that the terms of this agreement take effect.
6. Except as otherwise provided in this agreement, all monetary amounts referred to in this agreement are in GBP
Payment of services
7. For the services by the contractor as required by this agreement, the client will provide payment to the contractor of a fixed amount as stated dependent on package purchased
8. A deposit of £500 will be payable by the client.
9. For the remaining amount, the client will be invoiced after the work is complete. The audit and report will not be released to the client until the invoice has been paid.
10. Invoices submitted by the contractor to the client are due within 14 days of receipt.
11. The contractor will be responsible for all income tax liabilities and national insurance or similar contributions relating to the compensation and the contractor will indemnify the client in respect of any such payments.
12. The contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the contractor.
Reimbursement of expenses
13. The contractor will be reimbursed from time to time for reasonable and necessary expenses in connection with providing the services under this agreement. The Contractor will only be submitting expenses in regards to:
· Mileage 45p per mile outside Gloucester
14. Confidential information refers to any data or information relating to personal or business issues which would reasonably be considered to be private or proprietary to the service or individual and is not generally known and where the release of that confidential information could reasonably be expected to cause harm.
15. The contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose any confidential information which the contractor has obtained, except as authorised by the client or as required by law. The obligations of confidentiality will apply during the terms of this agreement and will survive indefinitely upon termination of this agreement.
16. All written and oral information and material disclosed is provided by the client to the contractor 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 this contractor.
Ownership of intellectual property
17. All intellectual property and related material, including any trade secrets, moral rights, goodwill and rights in any patent, copyright, trademark, trade dress, industrial design and trade name that is developed or produced under this agreement will be the sole property of the client. The use will not be restricted in any manner.
18. The contractor may not use the intellectual property for any other purpose other than that contracted in this agreement except with the written consent of the client.
Return of property
19. Upon the expiry or termination of this agreement, the contractor will return to the client any property, documentation, records or confidential information which is property of the client.
20. In providing services under this agreement it is expressly agreed that the contractor is acting as an independent contractor and not as an employee. The contractor and the client acknowledge that this agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
21. All notices, requests, demands or other communications required or permitted by the terms of this agreement will be given in writing and delivered to:
42 Bowly Road, Linden, Gloucester, England, GL1 5NW
Or to such other address as any party may from time to time notify the other.
22. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each party agrees to indemnify and hold harmless the other party and its respective directors, stockholders, affiliates, officers, 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. This indemnification will survive the termination of this agreement.
23. The information given during consultation is advice only. It is the responsibility of the client to meet all guidelines on a long term ongoing basis. CompCare Consultancy will not be responsible for the outcome of the clients CQC inspection.
Modification of Agreement
24. Any amendment or 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.
Time of the Essence
25. Time is of the essence in this agreement. No extension or variation of this agreement will operate as a waiver of this provision.
26. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligation under this agreement without prior written consent of the client.
27. It is agreed that there is no representative, warranty. Collateral agreement or condition affecting this agreement except expressly provided in this agreement.
28. This agreement will enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators and permitted successors and assigns.
29. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this agreement.
30. Words in the singular mean and include plural and vice versa. Words in the masculine mean and include feminine and vice versa.
31. It is the intention of parties to this Agreement that this Agreement and the performance under the Agreement, and all suits and special proceedings under this agreement, be construed in accordance with and governed, to the exclusion of the law or any other forum, by the laws of the Country of England, without regard to the jurisdiction in which any action or any special proceedings may be instituted.
32. In the event that any of the provisions of this agreement are held to be invalid or unenforceable in whole or part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or enforceable parts severed from the remainder of this agreement.
33. 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.