CONSULTANCY TERMS OF BUSINESS
Assignment means the services which the Consultancy is engaged by Pelicam to render to the Client.
Client means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 requiring the services of the Consultancy and identified in the Consultancy Statement of Work.
Consultancy Statement of Work means a document detailing the Assignment, prepared by Pelicam and delivered to the Consultancy.
Consultancy means the company who will undertake the Assignment, as specified in the Consultancy Statement of Work.
1 THE SERVICES TO BE PROVIDED
1.1 Consultancy will undertake the Assignment by providing to the Client the services described in any Pelicam Purchase Order.
1.2 Any Assignment shall be subject to these Consultancy Terms of Business.
2.1 The Consultancy's obligation to provide the services shall be performed by such member or members of the Consultancy's employees, officers or representatives ("Staff') as the Consultancy may consider appropriate, subject to the prior approval of the Client.
2.2 The Consultancy shall be entitled to assign or sub-contract the performance of the services provided that Pelicam are reasonably satisfied that the assignee or sub-contractor has the required skills, qualifications, resources and personnel to provide the services to the required standard and that the terms of any such assignment or sub-contract contain the same obligations imposed by this agreement.
2.3 The Consultancy Statement of Work attached to this Agreement shall specify the Client, the fee payable by Pelicam and such expenses as may be agreed, any notice period and any other relevant information.
2.4 Save as otherwise stated in this Agreement, the Consultancy shall be entitled to supply its services to any third party during the term of this Agreement provided that this in no way compromises or is to the detriment of the supply of its services to the Client.
3 THE CONTRACT
The Consultancy Statement of Work and the Consultancy Terms of Business constitute the contract between Pelicam and the Consultancy and governs the Assignment undertaken by the Consultancy with the Client. No variation or alteration of these terms shall be valid unless approved by Pelicam and the Consultancy in writing.
4 UNDERTAKING OF THE CONSULTANCY
4.1 The Consultancy warrants to Pelicam that by entering into and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third party.
4.2 The Consultancy warrants that its staff have the necessary skills and qualifications to perform the services.
4.3 The Consultancy will promote Pelicam to its clients and build value in all relationships.
4.4 The Consultancy will provide Performance Measures and Monthly Progress reports to Pelicam at the end of each calendar month in Pelicam prescribed formats.
5 OBLIGATIONS OF THE CONSULTANCY
5.1 In relation to any client introduced by Pelicam, the Consultancy will not:
5.1.1 promote, bid for business, deliver work, either directly or with any competitor of Pelicam, without the express written agreement of Pelicam
5.1.2 introduce products, methods or tools that may be seen as an alternative to Pelicam
5.1.3 partner, in whatever form, with any competitor of Pelicam
5.1.4 obstruct, hinder or otherwise intervene in the normal conduct of business between Pelicam and its clients or partners
5.1.5 engage in any conduct detrimental to the interests of Pelicam or the Client which includes any conduct tending to bring Pelicam or the Client into disrepute or which results in the loss of custom or business.
5.2 The Consultancy may describe themselves as a broker for Pelicam but must make clear it does not have the authority to bind Pelicam, unless expressly agreed.
5.3 The Consultancy agrees on its own part and on behalf of its staff as follows:-
5.3.1 To comply with any statutory or other reasonable rules or obligations including but not limited to those relating to health and safety during the Assignment to the extent that they are reasonably applicable to an independent contractor while performing the services and to take all reasonable steps to safeguard its own safety, the safety of its staff and the safety of any other person who may be affected by its actions.
5.3.2 To notify Pelicam forthwith in writing if it should become insolvent, dissolved or subject to a winding up petition.
5.3.3 To provide at its own cost all such necessary equipment as is reasonable for the adequate performance by the Staff of the services.
5.3.4 If the Consultancy is unable for any reason to perform the services during the course of an Assignment the Consultancy will inform Pelicam as soon as possible and no later than 09.00am on the first day of incapacity.
5.3.5 The Consultancy shall have reasonable autonomy in relation to determining the method of performance of the services but in doing so it shall co-operate with the Client and comply with all reasonable and lawful instructions within the scope of the Assignment made by the Client.
5.4 Nothing in this Agreement shall render any member of the Consultancy's staff an employee of either Pelicam or the Client.
5.5 The Consultancy shall bear the cost of any training which its staff may require in order to perform the Consultancy Services.
5.6 During the currency of this Agreement and for a period of two (2) years thereafter, the Consultancy will not use any Pelicam Practitioners without the express written agreement of Pelicam save where Consultancy first introduced the Pelicam Practitioner to Pelicam.
6.1 Subject to the receipt of the Consultancy's invoice in accordance with clause 7 below, the Consultancy will receive payment from Pelicam for the Assignment in accordance with the fees specified in the Pelicam Purchase Order , plus VAT where appropriate.
6.2 Through the course of engagements with a client (including renewals) the Consultancy will not increase its rate unless the increase is explicitly supported and negotiated by Pelicam.
6.3 The Consultancy shall be responsible for any PAYE Income Tax and National Insurance Contributions and any other taxes and deductions payable in respect of its staff for the Assignment.
6.4 All payments will be made to the Consultancy.
6.5 If the Consultancy shall be unable for any reason to provide the services to Pelicam no fee shall be payable by Pelicam during any period that the services are not provided.
7.1 Upon completion of each phase of work the Consultancy shall deliver to Pelicam its invoice for the amount due from Pelicam to the Consultancy giving a detailed breakdown showing the work performed. The Consultancy's invoice must bear the Consultancy's name, company registration number, VAT number and should state any VAT due on the invoice.
7.2 Expenses claimed must be supported by receipts.
7.3 Pelicam shall not be obliged to pay any fees to the Consultancy unless an invoice has been properly submitted by the Consultancy in accordance with sub-clause 7.1 of this Agreement and until the Client has verified the execution of the Assignment.
8 OBLIGATIONS OF PELICAM
Pelicam shall furnish the Consultancy with sufficient information about the Assignment in order for the Consultancy to arrange for the services to be carried out.
9 TERM OF THE AGREEMENT
9.1 This Agreement shall commence on the date shown in the Consultancy Statement of Work and shall continue for a period of two (2) years thereafter, or until completion of all assignments with the client (including renewals), whichever is the later.
9.2 Notwithstanding sub-clauses 9.1 and 9.4 of this Agreement, Pelicam may without notice and without liability instruct the Consultancy to cease work on the Assignment at any time, where:
9.2.1 the Consultancy has committed any serious or persistent breach of any of its obligations under this Agreement; or
9.2.2 the Client or Pelicam reasonably believes that the Consultancy has not observed any condition of confidentiality applicable to the Consultancy from time to time; or
9.2.3 for any reason the Consultancy proves unsatisfactory to the Client; or
9.2.4 the Consultancy becomes insolvent, dissolved or subject to a winding up petition; or
9.2.5 any member of the Consultancy's staff is guilty of any fraud, dishonesty or serious misconduct.
9.3 Failure by the Consultancy to give notice of termination as required in the Consultancy Statement of Work shall constitute a breach of contract and shall entitle Pelicam to claim damages from the Consultancy for any resulting loss suffered by Pelicam.
9.4 The Consultancy acknowledges that the continuation of the Assignment is subject to and conditioned by the continuation of the contract entered into between Pelicam and the Client. In the event that the contract between Pelicam and the Client is terminated for any reason the Assignment shall cease with immediate effect without liability to the Consultancy.
10.1 The Consultancy acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from services carried out by the Consultancy and its Staff and any third party to whom the Contract is assigned or sub-contracted for the Client during the Assignment shall belong to Pelicam. Accordingly the Consultancy shall (and shall procure that any relevant member of its Staff shall) execute all such documents and do all such acts as Pelicam shall from time to time require in order to give effect to its rights pursuant to this clause.
11.1 In order to protect the confidentiality and trade secrets of any Client and without prejudice to every other duty to keep secret all information given to it or gained in confidence the Consultancy agrees on its own part and on behalf of its Staff as follows:-
11.1.1 Not at any time whether during or after the Assignment (unless expressly so authorised by the Client or Pelicam as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or confidential information of the Client;
11.1.2 To deliver up to the Client or Pelicam (as directed) at the end of the Assignment all documents and other materials belonging to the Client (and all copies) which are in its possession including documents and other materials created by it or the Staff during the course of the Assignment;
11.1.3 Not at any time to make any copy, abstract, summary or precis of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of its duties under the Assignment in which event any such item shall belong to the Client or Pelicam as appropriate.
12 COMPUTER EQUIPMENT WARRANTY
The Consultancy shall ensure that any computer equipment and associated software which it provides to its Staff for the purpose of providing the Consultancy Services contains anti-virus protection with the latest released upgrade from time to time.
13 RELATIONSHIP BETWEEN PELICAM AND CONSULTANCY
13.1 The Consultancy acknowledges to Pelicam that its services are supplied as an independent company and that accordingly the responsibility of complying with all statutory and legal requirements relating to the staff of the Consultancy (including the payment of taxation) shall fall upon and be discharged wholly and exclusively by the Consultancy.
13.2 In the event that any person should seek to establish any liability or obligation upon Pelicam on the grounds that staff are employees of Pelicam, the Consultancy shall upon demand indemnify Pelicam and keep it indemnified in respect of any such liability or obligation and any related costs expenses or other losses which Pelicam shall incur.
All notices which are required to be given hereunder shall be in writing and shall be sent to the registered office from time to time of the party upon whom the notice is to be served. Any such notice may be delivered personally or by first class prepaid post or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours and if by facsimile transmission when dispatched.
15.1 The Consultancy shall be liable for any loss, damage or injury to any party resulting from the negligent acts or omissions of its Staff or from the acts of omission of any assignee or sub- contractor to whom the Consultancy assigns or sub-contracts the performance of the Consultancy Services during an Assignment.
15.2 The Consultancy shall ensure the provision of adequate Employer's Liability Insurance, Public Liability Insurance and any other suitable policies of insurance such as Professional Indemnity insurance in respect of the Consultancy and its staff during an Assignment and shall make a copy of the policy available to Pelicam upon request.
15.3 The Consultancy shall be liable for any defects arising in relation to the services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either Pelicam or the Client.
16.1 This Agreement shall be construed in accordance with the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England & Wales.
16.2 If any provision or term of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties of this Agreement such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend or modify the provisions and terms of this Agreement as necessary or desirable in the circumstances.
16.3 Pelicam makes no representation nor does it accept any responsibility for ensuring that the terms of this contract are an accurate reflection of the relationship between the Client and the Consultancy. Furthermore Pelicam accepts no liability to indemnify the Consultancy for any losses, expenses or liabilities incurred by the Consultancy whether by reason of tax or other statutory or contractual liability to any third party arising from the Assignment.