Services to be Performed
Terence Milbourn t/a Social Strategy (hereinafter referred to as Consultant), will provide to Client, Services at Client’s direction or as agreed to in writing, by proposal or quotation, between Consultant and Client.
Timescales and Change Requests
Consultant will use all reasonable endeavours to meet any agreed dates for the performance of Services and shall promptly advise Client of any potential or actual delays. Any changes in the Services to be provided or the agreed performance dates will become effective only upon written agreement of the parties. Client will provide to Consultant in a timely manner all assistance and information and materials which Consultant may reasonably request for the performance of Services, and Consultant will not be liable for delays in performance caused by any delay or failure to provide same to Consultant.
Acceptance/Charges and Payment
Services will be deemed to be accepted to Client’s satisfaction upon delivery of the relevant deliverables by Consultant. Charges for the Services will be as described in the relevant quotation, either written or verbal, and unless stated otherwise in the quotation will be on a time and materials basis. Payment is due within 21 days of billing. An interest charge of 2% per month will be added on all late payment. VAT will be added to all fees and other charges as such times as Consultant becomes VAT registered. In respect of Services invoiced to Client prior to VAT registration, within the same tax year as registration but where VAT was not previously included, VAT shall be payable by Client retrospectively.
Both parties to this agreement shall take all reasonable measures to keep secure any confidential information or ideas obtained from the other party which are not in or pass into the public domain other than through the fault of the first mentioned party, or are not otherwise rightfully obtained from a third party.
The Client may, for purposes directly connected with the Services carried out under this agreement and provided that all fees and other charges due to Consultant are paid in full, but not otherwise, freely use all intellectual property created by Consultant in the course of the work carried for the Client. Unless otherwise expressly agreed in writing, ownership of such intellectual property, including designs, drawings, written reports and other works, shall be retained by Consultant.
100% Satisfaction Guarantee
Services performed by Consultant are guaranteed to the complete satisfaction of the Client. If the Client is not completely satisfied, Consultant shall, at the Client’s option, either waive his professional fees, or accept a portion of those fees which reflect the Client’s level of satisfaction. As a condition of this Guarantee, the Client undertakes to keep his account in good standing and maintain it within the agreed payment terms. Further, the Client understands that failure to observe this condition will render this Guarantee null and void.
Limitation of Liability
Consultant shall provide the Services in a professional manner with due care, skill and competence at a level commensurate with industry standards. Consultant’s liability to Client or any third party, for a claim of any kind arising as a result of or related to any product or Service, whether in contract, in tort (including negligence or strict liability) or otherwise, under any warranty, condition or guarantee or otherwise, shall be limited to monetary damages and the aggregate amount thereof for all claims relating to any particular Project or product provided shall in any event be limited to a sum equal to the amount paid by Client for such services. No action, regardless of form, may be brought by Client more than one (1) year after the events which gave rise to the cause of the action.
Right to Work for Other Clients
Consultant undertakes to declare to the Client any potential conflict of interest which might reasonably be considered to prejudice his ability to perform the work in an unbiased and professional manner, but reserves the right to undertake assignments for any other Client where, in the reasonable opinion of Consultant, no such conflict exists.
This agreement may be terminated by either party giving fourteen (14) days notice in writing to the other party. Payment shall be made for all work carried out and all costs reasonably incurred up to the time of termination. Either party may by notice in writing to the other party, terminate this Agreement forthwith if the other party commit a material breach of any of the terms of this Agreement and does not remedy such a breach within seven (7) days after written notice is given by the first party requiring such remedy.
(i) Consultant shall not be liable for failure or delay in performance of its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to Acts of God, war, terrorist action, riot, strike, lock-outs, trade disputes, third party delay, accident, fire, flood, storm, natural disaster, shortages, power or environmental failures.
(ii) The agreement between the Client and Consultant is personal to both parties and shall not be assigned by one party to a third party without the prior written consent of the other party. Consultant undertakes to carry out personally the work programme defined in the proposal or quotation, and will not subcontract all or part of the work without the prior notice to the Client.
(iii) The waiver or failure of either party to exercise in any respect any right or remedy pursuant to this Agreement shall not be deemed a waiver of any further rights or remedies.
(iv) The relationship between Consultant and Client is that of independent contractors and nothing in this Agreement shall be construed (a) to give either party the power to direct or control the activities of the other party; (b) to constitute the parties as employer and employee, principal and agent, partners, joint venturers, co-owners or otherwise participants in any joint undertaking; or (c) to allow either party to create or assume any obligations on behalf of the other party for any purpose.
(v) All disputes or questions between the parties to this Agreement with respect to any matter or thing arising out of or relating to this Agreement will be referred to a single arbiter to be mutually chosen by the parties or, failing agreement, nominated by the President of the Law Society of Scotland for the time being on the application of either party. Any such reference to arbitration shall be deemed to be an agreement to refer to arbitration within the meaning of the Arbitration (Scotland) Act 1894.
SOCIALSTRATEGY | 12-04-2011
Modifications: 100% Satisfaction Guarantee added 10-08-2012