- The Client hereby agrees to engage the Consultant (Martin & Jones Marketing) to provide the Client with the following consulting services (the “Services”). These will be outlined within an Agreement.
- The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agreed to provide such Services to the Client.
Term of agreement
- The term of this Agreement (the “Term”) will begin on the date at which the Agreement is signed and will remain in full force and effect until the competition of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
- In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will require to provide seven days’ written notice to the other Party.
- The parties agree to do everything necessary to ensure that the terms of the Agreement take effect.
- Except as otherwise provided in an Agreement, all monetary amounts referred to in this Agreement are in GBP.
- The Consultant will charge the Client for the Services at the rate agreed which an client individually.
- Invoices submitted by the Consultant to the Client are due within one month of receipt.
- The Consultant will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Consultant will indemnify the Client in respect of any such payments required to be made by the Client.
Reimbursement of expenses
- The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
- All expenses must be pre-approved by the Client.
Penalties for late payment
- Any late payments will trigger a fee of 5% per month on the amount still owing.
- Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purposes, any Confidential Information which the Consultant has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of an Agreement and will survive indefinitely upon termination of the Agreement.
- All written and oral information and material disclosed or provided by the Client to the Consultant under an Agreement is confidential Information regardless of whether it was provided before or after the date of the Agreement or how it was provided to the Consultant.
Ownership of intellectual property
- All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and right in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under an Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
- The Consultant may not use the Intellectual Property for any purpose other than that contracted for in an Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
Return of property
- Upon the expiry or termination of an Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
- In providing the Services under an Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that an Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
- All notices, requests or demands or other communications required or permitted by the terms of an Agreement will be given in writing and delivered to the Parties at agreed addresses.
- Or to such other address as either Party may from time to time notify the other
- 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, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, loses, 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, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with an Agreement. This indemnification will survive the termination of an Agreement.
- Work Amends – Most Agreements allows for 2 major sets of amends to any work produced. Any further major amends my results in extra charges. This will be discussed and agreed between the Consultant and the Client before any extra work is carried out.
- If any 3rd party agencies or services (including but not limited to graphic designers, web developers, caterers or venue hire) involved or employed in the delivery of the Services, the Client will be invoiced directly for these services. Martin & Jones Marketing will not include these costs within any quote provided or be liable for any of these payments.
Modification of agreement
- Any amendment or modification of an Agreement or additional obligation assumed by either Party in connection with an Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time is of the essence
- Time is of the essence in an Agreement. No extension or variation of an Agreement will operate as a waiver of this provision.
- The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer their obligations under an Agreement without the prior written consent of the Client.
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting an Agreement except as expressly provided in an Agreement.
- In the event that any of the provisions of an Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of an Agreement.