Tutor and Mentor Consultancy Agreement
1.1 The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).
Board: the board of directors of the Client (including any committee of the board duly appointed by it).
Business of the Client: provision of tuition, mentoring and other educational services.
Business Opportunities: any opportunities which the Consultant becomes aware of during the Engagement which relate to the Business of the Client or which the Board reasonably considers might be of benefit to the Client.
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client [or Group Company] or its [or their] customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant's use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the Client or the Consultant's computer systems or other electronic equipment during the Engagement.
Commencement Date: the earlier of:
a) the signing of this agreement; or
b) the date on which the Consultant starts to provide Tuition to a Student.
Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the Business of the Client or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular including (but not limited to) information that the Consultant creates, develops, receives or obtains in connection with his Engagement, whether or not such information (if in anything other than oral form) is marked confidential.
Customer: means the entity with and for whom the Client agrees to provide Services;
Engagement: the engagement of the Consultant by the Client on the terms of this agreement.
Insurance Policies: professional indemnity insurance cover and public liability insurance cover.
Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Engagement other than as expressly set out in this agreement or any documents referred to in it.
Services: the services provided by the Consultant in a consultancy capacity for the Client as more particularly described in the Schedule.
Student: the person to whom Tuition is agreed to be provided;
Substitute: a substitute engaged by the Consultant under the terms of clause 5.3.
Termination Date: the date of termination of this agreement, howsoever arising.
Tuition: the tuition and other educational services including but not limited to mentoring which the Consultant has agreed with the Client to provide to the Customer.
Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant in the provision of the Services.
1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
2. TERM OF ENGAGEMENT
2.1 The Client shall engage the Consultant and the Consultant shall provide the Services on the terms of this agreement.
2.2 The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:
(a) as provided by the terms of this agreement; or
(b) by either party giving to the other not less than 4 weeks' prior written notice.
2.3 Unless otherwise stated in this Agreement or separately agreed in writing by the Client and subject to paragraph 5.2, the date or dates on which (or the period or periods within which) the Services are to be provided by the Consultant to the Customer or Student, will be agreed between the Consultant and the Customer or Student.
2.4 Unless otherwise stated in this Agreement or separately agreed in writing by the Client, the Services will be provided at a suitable location or locations owned or made available by the Customer, as agreed from time to time between the Consultant and the Customer (or the Student).
2.5 The Consultant will make all reasonable efforts to ensure that the Services are actually provided on the dates (or within the periods) agreed in accordance with paragraph 2.3. If events or circumstances outside the reasonable control of the Consultant prevent the Consultant from doing so, the Consultant will make every reasonable effort, after appropriate discussion with the Client, the Customer and/or the Student, to ensure that the Services are provided as soon as reasonably practicable.
2.6 The Consultant will not provide or agree to provide any services or carry out any work for the Customer or the Student other than the provision of the Services, save with the prior written consent of the Client.
2.7 No agreement between the Customer (or the Student) and the Consultant or Individual which purports to have the effect of increasing, reducing or varying the Services or altering this Agreement will be effective or binding on the parties, unless it is expressly provided for in this Agreement or confirmed in writing by the parties.
2.8 The Consultant must provide to the Client (and, if applicable, to the Customer and the Student), in a timely manner, any information and instructions which the Client or the Client or the Student from time to time reasonably request to enable the Services to be performed in accordance with this Agreement. If the Consultant fails to do so, the Client may immediately terminate this agreement (if that failure has a material detrimental impact on its ability to provide the Services to the Customer) or levy an additional reasonable charge (which the Consultant shall be obliged to pay) for any additional cost or expense incurred by the Client as a result of such failure.
2.9 Where the Services are to be provided on any premises of or designated by the Customer or the Student, the Client will request the Customer to provide the Consultant, in a timely manner, with sufficient details of the relevant location, to ensure that appropriate access is available to the Consultant at all relevant times and that such premises are suitable and safe for the provision of the Services.
3. SAFEGUARDING CHILDREN AND VULNERABLE ADULTS
3.1 The parties acknowledge that the Client is a Regulated Activity Provider with ultimate responsibility for the management and control of the Regulated Activity provided under this Contract and for the purposes of the Safeguarding Vulnerable Groups Act 2006.
3.2 In order to allow the Client to comply with its obligations as a Regulated Activity Provider the Consultant shall provide such assistance as is necessary to allow the Client (at the Clientâ€ââ€Å¾¢s expense) to:
(a) ensure that the Consultant and any Substitutes engaged under this Agreement are in possession of a valid enhanced disclosure check for regulated activity undertaken through the Disclosure and Barring Service; and
(b) monitor the level and validity of the checks under this clause 3.2 for each individual and/ or Substitute.
(c) not employ or use the services of any person who is barred from, or whose previous conduct or records indicate that he or she would not be suitable to carry out Regulated Activity or who may otherwise present a risk to Students.
3.3 The Consultant warrants that at all times for the purposes of this Agreement it has no reason to believe that he or she or any person who is or will be employed or engaged by as a Substitute in connection with the provision of the Services is barred from the activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006 and any regulations made thereunder, as amended from time to time.
3.4 The Consultant shall immediately notify the Client of any information that it reasonably requests to enable it to be satisfied that the obligations of this clause have been met.
3.5 The Client shall refer information about any person carrying out the Services to the DBS where it removes permission for such person to carry out the Services (or would have, if such person had not otherwise ceased to carry out the Services) because, in its opinion, such person has harmed or poses a risk of harm to Students.
4. REPAYMENT OF TRAINING COSTS
4.1 From time to time the Client may pay for the Consultant to attend training courses to ensure compliance with safeguarding and other statutory or contractual requirements. In consideration of this, the Consultant agrees that if this agreement terminates after the Client has incurred liability for the cost of training, he/ she will be liable to repay some or all of the fees, expenses and other costs associated with such training courses in accordance with paragraph 4.2.
4.2 Except in the circumstances set out in paragraph 4.3, the Consultant shall repay the Client as follows:
(a) if the agreement terminates before the Consultant attends the training course but the Client has already incurred liability for the costs, 100% of the costs or such proportion of the costs that the Client cannot recover from the course provider shall be repaid;
(b) if the agreement terminates during the training course or within 12 months of completing the training course, 100% of the Costs shall be repaid
(c) if the agreement terminates more than 12 months but no more than 24 months after completion of the training course, 50% of the Costs shall be repaid;
(d) if the agreement terminates more than 24 months but no more than 36 months after completion of the training course, 25% of the Costs shall be repaid.
(e) Thereafter, no repayment shall be required.
4.3 You agree to the Client deducting the sums under this paragraph from any outstanding payments due to you.
5. DUTIES AND OBLIGATIONS
5.1 During the Engagement the Consultant shall:
(a) provide the Services with all due care, skill and ability, in conformity with this Agreement and in compliance with all applicable statutory and regulatory requirements and standards of best practice and use its or his best endeavours to promote the interests of the Client;
(b) take all appropriate steps to safeguard and protect the interests of the Student in line with the Safeguarding Vulnerable Groups Act 2006;
(c) unless the Consultant is prevented by ill health or accident, to provide the Services in the manner and in the time and location as agreed in the Schedule; and
(d) promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the Client .
5.2 If the Consultant is unable to provide the Services due to illness or injury, he shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 6 in respect of any period during which the Services are not provided.
5.3 The Consultant may, with the prior written approval of the Client and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services on his behalf, provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality and safeguarding checks. If the Client accepts the Substitute, the Consultant shall continue to invoice the Client in accordance with clause 6 and shall be responsible for the remuneration of the Substitute. For the avoidance of doubt, the Consultant will continue to be subject to all duties and obligations under this agreement for the duration of the appointment of the Substitute.
5.4 The Consultant shall use reasonable endeavours to ensure that he is available at all times on reasonable notice to provide such assistance or information as the Client may require.
5.5 Unless he/she has been specifically authorised to do so by the Client in writing, the Consultant shall not:
(a) have any authority to incur any expenditure in the name of or for the account of the Client; or
(b) hold himself out as having authority to bind the Client.
5.6 The Consultant shall comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
5.7 The Consultant shall procure that the Consultant shall comply with the Client's policies on social media, use of information and communication systems, dress code, whistle-blowing and equalities as are in force and as updated by the Client them from time to time and available from the Client on request.
5.8 The Consultant warrants and represents to the Company that all written and oral statements and information provided to the Client for the purposes of or in connection with the Tuition, including (but not limited to) personal information about the Consultant and/or their qualifications, credentials, references and suitability for providing the Tuition were when provided and remain true, complete and accurate.
5.9 The Consultant undertakes to the Client that during the Engagement he shall take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to his knowledge and in any event before the same shall have been offered by the Consultant (or caused by the Consultant to be offered) to any other party provided that nothing in this clause shall require the Consultant to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant of any obligation of confidentiality or of any fiduciary duty owed by the Consultant to any third party.
5.10 The Consultant agrees that, save with the prior written consent of the Client, he/she will not during the period of 12 months after the date on which it ceases to provide the Services, provide any other tuition or educational services to the Customer or the Student or to any sibling or other relative of the Student or associate of the Customer or to any person introduced, directly or indirectly, to the Consultant by the Client or the Student.
5.11 The Consultant may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client will not be liable to bear the cost of such functions; and
(b) at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
5.12 The Consultant shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
(b) have read, agree to and comply with the documents labelled as â€ËÅâ€Åâ€œEssential for Tutors and Mentorsâ€ââ€Å¾¢ (available on the website);
(c) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(d) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant in connection with the performance of this agreement;
(e) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant or acquires a direct or indirect interest in the Consultant (and the Consultant warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement);
(f) ensure that all persons associated with the Consultant or other persons who are performing services in connection with this agreement comply with this clause; and
5.13 Failure to comply with clause 5.10 may result in the immediate termination of this agreement.
6.1 The Client shall pay the Consultant a fee as indicated in the â€ËÅâ€Åâ€œTutor & Mentor Pay Structure (below). Where the provision of Services is charged at a rate per hour, it will be charged for on a proportionate basis for any period of less than an hour.
6.2 On the last working day of each month during the Engagement the Consultant shall submit to the Client an invoice which gives details of the hours which the Consultant or any Substitute has worked, the Services provided and the amount of the fee payable (plus VAT, if applicable) for the Services during that month.
6.3 In consideration of the provision of the Services during the Engagement, the Client shall pay each invoice submitted by the Consultant in accordance with clause 6.1 within 30 days of receipt.
6.4 The Client shall be entitled to deduct from the fees (and any other sums) due to the Consultant any sums that the Consultant may owe to the Client at any time.
6.5 Payment in full or in part of the fees claimed under clause 6 shall be without prejudice to any claims or rights of the Client against the Consultant in respect of the provision of the Services.
6.6 The Consultant shall promptly provide to the Client, as requested by the Client from time to time, written details of all time incurred by the Consultant in providing the Services during that calendar month.
6.7 The Consultant shall promptly provide to the Client, as reasonably requested by the Client from time to time, all such other information relating to the performance of the Services as the Client may request. All information provided by the Consultant to the Client under this paragraph or otherwise in connection with the performance of the Services shall (when provided) be true, complete and accurate and shall remain so.
7.1 The Consultant shall bear its own expenses incurred in the course of the Engagement.
8. OTHER ACTIVITIES
Nothing in this agreement shall prevent the Consultant from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:
(a) such activity does not cause a breach of any of the Consultant's obligations under this agreement;
(b) the Consultant shall not, and shall procure that the Consultant shall not, engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Client without the prior written consent of the Client or Board; and
(c) the Consultant shall give priority to the provision of the Services to the Client over any other business activities undertaken by it during the course of the Engagement.
9. CONFIDENTIAL INFORMATION
9.1 The Consultant acknowledges that in the course of the Engagement he will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this clause 9.
9.2 The Consultant shall not (except in the proper course of his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the Client or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the Consultant's unauthorised disclosure.
9.3 At any stage during the Engagement, the Consultant will promptly on request return all and any Client Property in his possession to the Client.
10. DATA PROTECTION
10.1 The Consultant consents to the Client holding and processing data relating to him for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the Data Protection Act 1998) relating to the Consultant including, as appropriate:
(a) information about the Consultant's physical or mental health or condition in order to monitor sickness absence;
(b) the Consultant's racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation;
(c) information relating to any criminal proceedings in which the Consultant has been involved, for insurance purposes and in order to comply with legal requirements and obligations to third parties; and
(d) any other sensitive data which must be processed to allow the Client to comply with safeguarding and child protection legislation.
10.2 The Consultant consents to the Client making such information available to those who provide products or services to the Client such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Client or any part of its business.
10.3 The Consultant consents to the transfer of such information to the Client's business contacts outside the European Economic Area in order to further its business interests.
10.4 The Consultant shall comply with the Client's data protection policy and relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Client.
11. INTELLECTUAL PROPERTY
11.1 The Consultant hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Consultant holds legal title in these rights and inventions on trust for the Client.
11.2 The Consultant undertakes:
(a) to notify to the Client in writing full details of any Inventions promptly on their creation;
(b) to keep confidential details of all Inventions;
(c) whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;
(d) not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client; and
(e) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Client.
11.3 The Consultant warrants to the Client that:
(a) he has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
(b) he is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
(c) the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.
11.4 The Consultant agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Consultant to the Client during the course of providing the Services. The Consultant shall maintain adequate liability insurance coverage and ensure that the Client's interest is noted on the policy, and shall supply a copy of the policy to the Client on request. The Client may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.
11.5 The Consultant waives any moral rights in the Works to which he is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Consultant's moral rights.
11.6 The Consultant acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Consultant in respect of the performance of his obligations under this clause 11.
11.7 The Consultant undertakes, at the expense of the Client, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Client, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Client and to defend the Client against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.
11.8 The Consultant irrevocably appoints the Client to be his attorney in his name and on his behalf to execute documents, use the Consultant's name and do all things which are necessary or desirable for the Client to obtain for itself or its nominee the full benefit of this clause. A certificate in writing, signed by any director or the secretary of the Client, that any instrument or act falls within the authority conferred by this agreement shall be conclusive evidence that such is the case so far as any third party is concerned.
12. INSURANCE AND LIABILITY
12.1 The Consultant shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Consultant or a Substitute engaged by the Consultant of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.
12.2 The Consultant shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Client and that the level of cover and other terms of insurance are acceptable to and agreed by the Client.
12.3 The Consultant shall on request supply to the Client copies of such Insurance Policies and evidence that the relevant premiums have been paid.
12.4 The Consultant shall notify the insurers of the Client's interest and shall cause the interest to be noted on the Insurance Policies together with a provision to the effect that, if any claim is brought or made by the Client against the Consultant in respect of which the Consultant would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Client directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Client, the Consultant shall use all insurance monies received by him to indemnify the Client in respect of any claim and shall make good any deficiency from his own resources.
12.5 The Consultant shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Consultant is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Consultant shall notify the Client without delay.
13.1 Notwithstanding the provisions of clause 2.2, the Client may terminate the Engagement with immediate effect with no liability to make any further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time the Consultant:
(a) commits any gross misconduct affecting the Business of the Client;
(b) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Client;
(c) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(d) is suspected of any wrongdoing or criminal offence involving a child or vulnerable adult;
(e) is in the reasonable opinion of the Client negligent or incompetent in the performance of the Services;
(f) is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;
(g) is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 14 days in any 52-week consecutive period;
(h) commits any fraud or dishonesty or acts in any manner which in the opinion of the Client brings or is likely to bring the Consultant or the Client into disrepute or is materially adverse to the interests of the Client;
(i) commits any breach of the Client's policies and procedures; or
(j) commits any offence under the Bribery Act 2010.
13.2 The rights of the Client under clause 13.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Consultant as having brought the agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.
14. OBLIGATIONS ON TERMINATION
On the Termination Date the Consultant shall:
(a) immediately deliver to the Client all Client Property in his possession or under his control;
(b) irretrievably delete any information relating to the Business of the Client stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Client. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and
(c) provide a signed statement that he has complied fully with his obligations under this clause 14.
15.1 The relationship of the Consultant to the Client will be that of independent contractor and nothing in this agreement shall render him an employee, worker, agent or partner of the Client and the Consultant shall not hold himself out as such.
15.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the Client for and in respect of:
(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Consultant shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant or any Substitute against the Client arising out of or in connection with the provision of the Services.
15.3 The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.
16.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by fax to its main fax number.
16.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
16.3 if sent by fax, at 9.00 am on the next Business Day after transmission.
16.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.5 A notice given under this agreement is not valid if sent by e-mail.
17. ENTIRE AGREEMENT
17.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
17.4 Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this agreement [or of any of the documents referred to in it] shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
This agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
20. THIRD PARTY RIGHTS
20.1 Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
20.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
21. GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
Please refer to the following for: