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Please refer to our terms and conditions prior to the website usage, which are as follows:
Definitions
In this Agreement, unless otherwise stated the following words and phrases have the specified meanings:
“Agreement” – This Consultancy Service Agreement including all the Statement of Works.
“Business Day” – A weekday other than holidays when the main banks are fully functional for all business banking transactions.
“Data Protection Legislation” – the General Data Protection Regulation and any amendment of alternative of it in force from time to time.
“Deliverables” – the outputs from the delivery of the Services including any Statement of Works.
“Intellectual Property Rights” – all rights to inventions, patents, utility models, trademarks, trade, copyright and related rights, rights in goodwill, business and domain names, and to prosecute for passing off, rights in computer software, rights in design, moral rights, database right and other intellectual property rights, whether registered or unregistered in each case including all applications for and all extensions and renewal of such rights and all alike or equivalent rights or methods of protection in any part of the world;
“Services”- The services to be provided by the Company as specified in any Statement of Works.
“Statement of Works” – a statement consented between the Client and the Company specifying services to be provided, work to be done and deliverables to be provided by the Company.
1. Interpretation
1.1 Any reference in this Agreement to any obligation of a law shall be interpreted as a reference to that provision as amended, extended, or re-enacted at the relevant time.
1.2 The headings stated in this document are only for convenience and shall not affect the interpretation of the content.
1.3 Usage of the word “including” is with no bias to the generality.
2. Provision of the Services
The Company shall abide by the terms and conditions specified in this agreement and shall provide the services in accordance with this and
2.1 in compliance with regulations, all applicable laws, professional standards, and codes of practice.
2.2 with reasonable care and skill.
2.3 in accordance with the standings of this Agreement, including the times specified in any Statement of Works.
3. Personnel
3.1 To maintain and build the relation with the client, the company shall specify the same personnel to carry out all the works.
3.2 The Company shall ensure that the personnel act as per the Client’s regulatory terms when the personnel is at any of the client’s premises.
3.3 The Client recognizes the cost to the Company of losing and swapping any such person and the Client settles that if it breaks any of the personnel rights, the Client shall be bound to pay the company a specified amount as per the laws.
4. Obligations of the Client
4.1 The Client shall provide the required information to the Company with access to facilities and personnel for the Company to provide the Services.
4.2 The Client shall decide the delivery time and shall inform the Company the same as this shall be desired by the Company to provide the services in accordance with the client’s need.
4.3 The Client admits that the Company’s capability to provide the Services within a timeframe decided for the delivery of the Services is reliant on the Client provided that access and information and providing those instructions and decisions at the times needed by the Company.
5. Intellectual Property
5.1 Any pre-existing intellectual property rights held by any of the parties shall be licensed for use by the other party for duration as necessary for the provision of the services and shall vest to the party itself.
5.2 The Company shall hold all the intellectual property rights made available to the other party for the duration of service provision; the Client shall have perpetual licence, and have a royalty free to use those rights as predicted by this Agreement to allow the Client to have the advantage of the Deliverables and the services for use within the Client’s own business.
5.3 The Company guarantees the Client that the Deliverables shall not infringe any of the Client’s Intellectual property rights and the Rights of any other individual and the Company will insure the Client and keep the Client insured in case of any demands, losses, liabilities, claims and actions that the Client might experience or suffer due to any breach of this warranty.
5.4 If the insurance in clause 5.3 is to be called upon the Client shall:
5.4.1 quickly notify the Company of the claim in writing.
5.4.2 provide no settlement by any means without the Company’s written consent taken prior.
5.4.3 let the Company have regulation over the demeanour of the claim including any hearing.
5.4.4 provide the company any of the information and assistance as required by the Company reasonably.
5.5 The Company shall not be liable to settle any of the claims if any infringement arises due to the Client’s usage of the Deliverables for any purpose.
6. Confidentiality
6.1 The Company and Client shall share the confidential information relating to other parties as and when needed during the service provision and deliverables.
6.2 The receiving party shall:
6.2.1 disclose any of the information to the third party or person and shall keep the information confidential and
6.2.2 use the information provided only for the purpose it has been provided.
7. Data Protection
7.1 Both the Client and the Company shall abide by the Data Protection Legislation. This does not relieve, replace or remove, and is in addition to a party’s obligations under the Data Protection Legislation.
7.2 For the purpose of Data legislation
7.3 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of this agreement.
7.4 The Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under this agreement:
7.4.1 Process that personal data only for the purposes of this agreement or on the Client’s written instructions.
7.4.2 Ensure that all staffs who have entree to and/or process private data are indebted to keep the data confidential; and
7.4.3 Refrain transferring any confidential data outside of the specified Area unless the following conditions are fulfilled:
7.4.4Transfers
7.4.4.1 The Company has provided appropriate safeguards in relation to the transfer.
7.4.4.2 The data subject has enforceable rights and effective legal remedies.
7.4.4.3 The Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
7.4.4.4 The Company complies with the Client’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data.
7.4.5 support the Client in replying to any appeal from a data subject and in safeguarding compliance with its responsibilities under the Data Protection Legislation with respect to breach notifications, security, consultations with supervisory establishments or regulators and impact assessments.
7.4.6 At the Client’s direction, return or delete personal data and copies to the Client on expiry of this agreement unless compulsory by applicable law to accumulate the personal data.
7.4.7 Maintain information and records to demonstrate its obedience with these provisions.
8. Fees
8.1 The Company will charge, and the Client shall pay the totals calculated in accordance with the relevant Statement of Works.
8.2 Where the fees are chargeable on a time and materials basis, the Company may rise those fees on giving not less than one month’s written notice to the Client.
8.3 Any sums specified in this Agreement are stated exclusive of VAT and other taxes which, where applicable, will be extra and owed by the Client in addition.
8.4 The Client shall also reimburse the Company for expenditures including those that are specified in the relevant Statement of Works provided they are reasonable and properly incurred.
9. Payment
9.1 The Company shall bill the Client on the base set out in the related Statement of Works or, if imbursement details are not set out, once-a-month in arrears.
9.2 The Client shall pay all properly submitted and valid invoices within 30 days after they are received or within timeframe specified in the relevant Statement of Works.
9.3 If the Client fails to pay any bill by the due date for imbursement the Company may, without prejudice to any other rights and remedies that it may have:
9.3.1 suspend provision of the Services until payment is received in full also including any interest.
9.3.2 charge interest on the sum unresolved at the rate set by the Late Payment of Commercial Debts Act.
9.4 The Client shall pay all bills in full without any deduction.
10. Duration
This Agreement shall begin on the date specified at the beginning and continue to be in force unless otherwise stated of any early termination in accordance with the next clause, until ended by either party providing the other party at least two months’ prior notice.
11. Termination
Either party may dismiss this Agreement immediately on notice to the other if the other party:
11.1 is in breach of any terms of this Agreement and, where the break is capable of being relieved, fails to resolve the breach within 20 Business Days specifying the breach and needful of it to be remedied.
11.2 has an appeal granted for its winding up or has a receiver or administrator prearranged in respect of it, gets into an arrangement with its ceases or creditors, or impends to cease, trading.
12. Consequences of Termination
12.1 Termination under clause may be with respect to any discrete Statement of Works or could be in compliance of this Agreement comprising all the Statements of Works.
12.2 On expiry of this Agreement for any reason and at the end of the provision of the Services, the Company shall return all property, documentation equipment, and other things delivered to it by the Client in joining with the provision of the Services.
12.3 Termination of this Agreement or any Statement of Works shall not affect any right or remedy which has accumulated due at the time of termination.
13. Liability
13.1 Nothing in this Agreement shall limit or exclude the liability of either party for death or personal damage caused by the inattention of that party, its agents, its employees, or sub-contractors.
13.2 The Company shall have no obligation to the Client in regards with this Agreement for any harm of profits, loss of business, loss of revenue, loss of contract, , loss of data, loss of goodwill or failure to make expected savings or any consequential or indirect loss.
14. Personal Agreement
14.1 This Agreement is private to the Client and the Company and none of them shall allocate any of their privileges under this Agreement short of the prior written agreement of the other.
14.2 The Company may sub-contract part(s) of its responsibilities under this Agreement; however, it shall remain accountable for the performance of the parts that are sub-contracted.
14.3 The parties do not propose any person (not a party to this Agreement) to have any privileges under it not even under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15. Entire Agreement
This Agreement (together with any Statements of Works) establishes the exclusive and complete agreement among the parties in respect to the subject matter which it relates and displaces all prior communication, understanding sand agreements.
16. Status
16.1 The Client and the Company are each autonomous contractors and nothing confined in this Agreement shall be capable of constituting between them any joint venture or partnership or any relationship of employ or agency.
16.2 The Company shall have no power to incur any charge or expense on behalf of Client or to make any representation or commitment, promise that might be compulsory on the Client without a prior written agreement of the Client.
17. Notices
Any notices required under this Agreement shall be produced in writing and shall be served on the pertinent party at its recorded office address.
18. Resolution of Disputes
If any disputes or differences arise between the Client and the Company connected with this Agreement, they shall practise all reasonable activities to resolve them by deliberations between themselves, rising the issues through their individual management structures if necessary.
19. Changes, Variations and Waiver
19.1 If either party desires to suggest a change any of provision of this Agreement, the parties shall effort together to regulate whether they are ready and be able to settle to the terms essential to implement the change.
19.2 This Agreement may be altered, or any right shall be waived only by a written document authorized by a signature of both parties’ representatives.
19.3 If a party at any time does not maintain on the strict adherence or performance of any privileges under any of the provision of this Agreement, will not account to a waiver of that provision.
20. Severability
20.1 If any of the provisions or a part of any provision of this Agreement becomes invalid, unenforceable, or illegal, it shall be considered modified to the least extent essential to make it valid and enforceable.
20.2 If such alteration is not possible, the related provision or the part-provision shall be considered deleted.
21. Law and Jurisdiction
This Agreement and the whole thing arising in link with it, comprising of non-contractual matters, shall be governed by the Law.
