“Business Day” means, any day (other than Saturday or Sunday)
on which ordinary banks are open for their full
range of normal business in the United Kingdom;
“Commencement Date” means the date on which provision of the
Services shall commence, as set out in subClause 8.1;
“Confidential Information” means, in relation to either Party, information
which is disclosed to that Party by the other Party
pursuant to or in connection with this Agreement
(whether orally or in writing or any other medium,
and whether or not the information is expressly
stated to be confidential or marked as such);
“Fees” means any and all sums due under this
Agreement from the Client to the Service
Provider, as specified in Schedule 2;
“Services” means the services to be provided by the Service
Provider to the Client in accordance with Clause
2, as fully defined in Schedule 1, and subject to
the terms and conditions of this Agreement; and
“Term” means the term of this Agreement as set out in
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1.2 Unless the context otherwise requires, each reference in this
1.2.1 “writing”, and any cognate expression, includes a reference
to any communication effected by electronic or facsimile
transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that
statute or provision as amended or re-enacted at the relevant time;
1.2.3 “this Agreement” is a reference to this Agreement and each
of the Schedules as amended or supplemented at the relevant time;
1.2.4 a Schedule is a schedule to this Agreement; and
1.2.5 a Clause or paragraph is a reference to a Clause of this
Agreement (other than the Schedules) or a paragraph of the relevant
1.2.6 a “Party” or the “Parties” refer to the parties to this
. 1.3 The headings used in this Agreement are for convenience only and shall
have no effect upon the interpretation of this Agreement.
. 1.4 Words imparting the singular number shall include the plural and vice
. 1.5 References to any gender shall include the other gender.
. 1.6 References to persons shall include corporations.
2.1 With effect from the Commencement Date, the Service Provider
shall, throughout the Term of this Agreement, provide the Services to
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2.2 The Service Provider shall provide the Services with reasonable
skill and care, commensurate with prevailing standards in the Business
Support sector in the United Kingdom.
2.3 The Service Provider shall act in accordance with all reasonable
instructions given to it by the Client provided such instructions are
compatible with the specification of Services provided in Schedule 1.
2.4 The Service Provider shall be responsible for ensuring that it
complies with all statutes, regulations, byelaws, standards, codes of
conduct and any other rules relevant to the provision of the Services.
2.5 The Service Provider may, in relation to certain specified matters
related to the Services, act on the Client’s behalf. Such matters shall not
be set out in this Agreement but shall be agreed between the Parties as
they arise from time to time.
2.6 The Service Provider shall use all reasonable endeavours to
accommodate any reasonable changes in the Services that may be
requested by the Client, subject to the Client’s acceptance of any related
reasonable changes to the Fees that may be due as a result of such
3.1 The Client shall use all reasonable endeavours to provide all pertinent
information to the Service Provider that is necessary for the Service
Provider’s provision of the Services.
3.2 The Client may, from time to time, issue reasonable instructions to
the Service Provider in relation to the Service Provider’s provision of
the Services. Any such instructions should be compatible with the
specification of the Services provided in Schedule 1.
3.3 In the event that the Service Provider requires the decision,
approval, consent or any other communication from the Client in order
to continue with the provision of the Services or any part thereof at any
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time, the Client shall provide the same in a reasonable and timely
3.4 If any consents, licences or other permissions are needed from any
third parties such as landlords, planning authorities, local authorities or
similar, it shall be the Client’s responsibility to obtain the same in
advance of the provision of the Services (or the relevant part thereof).
3.5 If the nature of the Services requires that the Service Provider has
access to the Client’s premises or any other location, access to which is
lawfully controlled by the Client, the Client shall ensure that the Service
Provider has access to the same at the times to be agreed between the
Service Provider and the Client as required.
3.6 Any delay in the provision of the Services resulting from the
Client’s failure or delay in complying with any of the provisions of this
Clause 3 shall not be the responsibility or fault of the Service Provider.
4.1 The Client shall pay the Fees to the Service Provider in accordance
with the provisions of Schedule 2 and this Clause 4.
4.2 The Service Provider shall invoice the Client for Fees due in
accordance with the provisions of Schedule 2.
4.3 All payments required to be made pursuant to this Agreement by
either Party shall be made within 14 Days of receipt by that Party of the
4.4 All payments required to be made pursuant to this Agreement by
either Party shall be made in £ GBP in cleared funds to such bank in the
United Kingdom as the receiving Party may from time to time nominate
, without any set-off, withholding or deduction except such amount (if
any) of tax as that Party is required to deduct or withhold by law.
4.5 Where any payment pursuant to this Agreement is required to be
made on a day that is not a Business Day, it may be made on the next
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following Business Day.
4.6 Invoice discrepancies must be notified in writing within 3 days of
receipt of invoice. If the Client is a Limited Company or a Limited
Liability Partnership and is unable to pay the invoice amount, then the
invoice amount will be payable personally by the Directors or Partners.
All losses, costs and disbursements incurred by the Service Provider
through late payment by the Client will in all cases be charged back to
the Client. If the Client does not pay the Service Provider on the due
date, then the Client will pay: *interest at 8% above the Bank of
England base rate as prescribed under the Late Payment of Commercial
Debts Regulations 2002 and the Late Payment of Commercial Debts
(Interest) Act 1998; and *compensation/debt collection costs as
prescribed under the Late Payment of Commercial Debts Regulations
2002 based upon the amount outstanding (which are currently as
follows: debt up to £999.99 – £40, debts £1000 to £9,999.99 – £70,
debts of £10,000 and over – £100)
In addition to the above the Client will also incur Collection Fees per the terms
of the Late Payment of Commercial Debt Regulations 2013.
4.7 Each Party shall:
4.7.1 keep, or procure that there are kept, such records and books of
account as are necessary to enable the amount of any sums payable
pursuant to this Agreement to be accurately calculated;
4.7.2 at the reasonable request of the other Party, allow that Party or its
agent to inspect those records and books of account and, to the extent
that they relate to the calculation of those sums, to take copies of them.
5. Liability, Indemnity and Insurance
5.1 The Service Provider shall ensure that it has in place at all times
suitable and valid insurance that shall include public liability
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5.2 In the event that the Service Provider fails to perform the Services
with reasonable care and skill it shall carry out any and all necessary
remedial action at no additional cost to the Client.
5.3 The Service Provider’s total liability for any loss or damage caused
as a result of its negligence or breach of this Agreement shall be limited
to £ 1, 000, 000.
5.4 The Service Provider shall not be liable for any loss or damage
suffered by the Client that results from the Client’s failure to follow any
instructions given by the Service Provider.
5.5 Nothing in this Agreement shall limit or exclude the Service
Provider’s liability for death or personal injury.
5.6 Subject to sub-Clause 5.3 the Service Provider shall indemnify the
Client against any costs, liability, damages, loss, claims or proceedings
arising out of the Service Provider’s breach of this Agreement.
5.7 The Client shall indemnify the Service Provider against any costs,
liability, damages, loss, claims or proceedings arising from loss or
damage to any equipment (including that belonging to any third parties
appointed by the Service Provider) caused by the Client or its agents or
5.8 Neither Party shall be liable to the other or be deemed to be in
breach of this Agreement by reason of any delay in performing, or any
failure to perform, any of that Party’s obligations if the delay or failure
is due to any cause beyond that Party’s reasonable control.
6.1 Each Party undertakes that, except as provided by sub-Clause 7.2 or
as authorised in writing by the other Party, it shall, at all times during the
continuance of this Agreement and after its termination:
6.1.1 keep confidential all Confidential Information;
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6.1.2 not disclose any Confidential Information to any other party;
6.1.3 not use any Confidential Information for any purpose other than
as contemplated by and subject to the terms of this Agreement;
6.1.4 not make any copies of, record in any way or part with
possession of any Confidential Information; and
6.1.5 ensure that none of its directors, officers, employees, agents, subcontractors or advisers does any act which, if done by that Party, would
be a breach of the provisions of sub-Clauses 6.1.1 to 6.1.4 above.
Either Party may:
6.2.1 disclose any Confidential Information to: 188.8.131.52 any subcontractor or supplier of that Party; 184.108.40.206 any governmental or other
authority or regulatory body; or 220.127.116.11 any employee or officer of that
Party or of any of the aforementioned persons, parties or bodies; to
such extent only as is necessary for the purposes contemplated by this
Agreement (including, but not limited to, the provision of the Services),
or as required by law. In each case that Party shall first inform the
person, party or body in question that the Confidential Information is
confidential and (except where the disclosure is to any such body under
sub-Clause 18.104.22.168 or any employee or officer of any such body)
obtaining and submitting to the other Party a written confidentiality
undertaking from the party in question. Such undertaking should be as
nearly as practicable in the terms of this Clause 6, to keep the
Confidential Information confidential and to use it only for the
purposes for which the disclosure is made; and
6.2.2 use any Confidential Information for any purpose, or disclose it
to any other person, to the extent only that it is at the date of this
Agreement, or at any time after that date becomes, public knowledge
through no fault of that Party. In making such use or disclosure, that
Party must not disclose any part of the Confidential Information that is
not public knowledge.
The provisions of this Clause 6 shall continue in force in accordance with their
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terms, notwithstanding the termination of this Agreement for any reason.
7.1 No Party to this Agreement shall be liable for any failure or delay
in performing their obligations where such failure or delay results from
any cause that is beyond the reasonable control of that Party. Such
causes include, but are not limited to: power failure, internet service
provider failure, industrial action, civil unrest, fire, flood, storms,
earthquakes, acts of terrorism, acts of war, governmental action or any
other event that is beyond the control of the Party in question.
7.2 In the event that a Party to this Agreement cannot perform their
obligations hereunder as a result of force majeure for a continuous
period of 20 days, the other Party may at its discretion terminate this
Agreement by written notice at the end of that period. In the event of
such termination, the Parties shall agree upon a fair and reasonable
payment for all Services provided up to the date of termination. Such
payment shall take into account any prior contractual commitments
entered into in reliance on the performance of this Agreement.
8.1 This Agreement shall come into force on the date shown on Page 1
and shall continue indefinitely from that date, subject to the provisions
of this Clause 8.
8.2 Either Party shall have the right, subject to the agreement and
consent of the other Party and exercisable by giving not less than one
months’ written notice to the other at any time prior to the expiry of the
Term specified in sub-Clause 8.1 (or any further period for which this
Agreement has been extended pursuant to this provision) to extend this
Agreement for a further period of one month.
8.3 Either Party may terminate this Agreement by giving to the other
not less than one months’ written notice.
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8.4 Either Party may immediately terminate this Agreement by giving
written notice to
the other Party if:
8.4.1 any sum owing to that Party by the other Party under any of
the provisions of this Agreement is not paid within 30 Days of the
due date for payment;
8.4.2 the other Party commits any other breach of any of the
provisions of this Agreement and, if the breach is capable of
remedy, fails to remedy it within 2 Business Days after being given
written notice giving full particulars of the breach and requiring it
to be remedied;
8.4.3 an encumbrancer takes possession, or where the other Party
is a company, a receiver is appointed, of any of the property or
assets of that other Party;
8.4.4 the other Party makes any voluntary arrangement with its
creditors or, being a company, becomes subject to an
administration order (within the meaning of the Insolvency Act
8.4.5 the other Party, being an individual or firm, has a bankruptcy
order made against it or, being a company, goes into liquidation
(except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting
therefrom effectively agrees to be bound by or assume the
obligations imposed on that other Party under this Agreement);
8.4.6 anything analogous to any of the foregoing under the law of
any jurisdiction occurs in relation to the other Party;
8.4.7 that other Party ceases, or threatens to cease, to carry on
8.4.8 control of that other Party is acquired by any person or
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connected persons not having control of that other Party on the
date of this Agreement. For the purposes of this Clause 8,
“control” and “connected persons” shall have the meanings
ascribed thereto by Sections 1124 and 1122 respectively of the
Corporation Tax Act 2010.
8.5 The rights to terminate this Agreement given by this Clause 8 shall
not prejudice any other right or remedy of either Party in respect of the
breach concerned (if any) or any other breach.
9. Effects of Termination
Upon the termination of this Agreement for any reason:
9.1 any sum owing by either Party to the other under any of the
provisions of this Agreement shall become immediately due and
9.2 all Clauses which, either expressly or by their nature, relate to the
period after the expiry or termination of this Agreement shall remain in
full force and effect;
9.3 termination shall not affect or prejudice any right to damages or
other remedy which the terminating Party may have in respect of the
event giving rise to the termination or any other right to damages or
other remedy which any Party may have in respect of any breach of this
Agreement which existed at or before the date of termination;
9.4 subject as provided in this Clause 9 and except in respect of any
accrued rights neither Party shall be under any further obligation to the
9.5 each Party shall (except to the extent referred to in Clause 6)
immediately cease to use, either directly or indirectly, any Confidential
Information, and shall immediately return to the other Party any
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documents in its possession or control which contain or record any
10. No Waiver
No failure or delay by either Party in exercising any of its rights under
this Agreement shall be deemed to be a waiver of that right, and no
waiver by either Party of a breach of any provision of this Agreement
shall be deemed to be a waiver of any subsequent breach of the same or
any other provision.
11. Further Assurance
Each Party shall execute and do all such further deeds, documents and
things as may be necessary to carry the provisions of this Agreement
into full force and effect.
Subject to any provisions to the contrary, each Party to this Agreement
shall pay its own costs of and incidental to the negotiation, preparation,
execution and carrying into effect of this Agreement.
Neither Party shall be entitled to set-off any sums in any manner from
payments due or sums received in respect of any claim under this
Agreement or any other agreement at any time.
14. Assignment and Sub-Contracting
14.1 Subject to sub-Clause 14.2 This Agreement is personal to the
Parties. Neither Party may assign, mortgage, charge (otherwise than by
floating charge) or sub-licence or otherwise delegate any of its rights
hereunder, or sub-contract or otherwise delegate any of its obligations
hereunder without the written consent of the other Party, such consent not
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to be unreasonably withheld.
14.2 The Service Provider shall be entitled to perform any of the
obligations undertaken by it through any other member of its group or
through suitably qualified and skilled sub-contractors. Any act or
omission of such other member or sub- contractor shall, for the purposes
of this Agreement, be deemed to be an act or omission of the Service
15.1 The Parties agree that the times and dates referred to in this
Agreement are for guidance only and are not of the essence of this
Agreement and may be varied by mutual agreement between the Parties.
16. Relationship of the Parties
Nothing in this Agreement shall constitute or be deemed to constitute a
partnership, joint venture, agency or other fiduciary relationship between
the Parties other than the contractual relationship expressly provided for
in this Agreement.
17.1 Neither Party shall, for the Term of this Agreement and for a period
of six months after its termination or expiry, employ or contract the
services of any person who is or was employed or otherwise engaged by
the other Party at any time in relation to this Agreement without the
express written consent of that Party.
17.2 Neither Party shall, for the term of this Agreement and for a after its
termination or expiry, solicit or entice away from the other Party any
customer or client where any such solicitation or enticement would cause
damage to the business of that Party without the express written consent
of that Party.
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18. Third Party Rights
18.1 No part of this Agreement is intended to confer rights on any third
parties and accordingly the Contracts (Rights of Third Parties) Act 1999
shall not apply to this Agreement.
18.2 Subject to this Clause 18 this Agreement shall continue and be
binding on the transferee, successors and assigns of either Party as
19.1 All notices under this Agreement shall be in writing and be deemed
duly given if signed by, or on behalf of, a duly authorised officer of the
Party giving the notice.
19.2 Notices shall be deemed to have been duly given:
19.2.1 when delivered, if delivered by courier or other messenger
(including registered mail) during normal business hours of the
19.2.2 when sent, if transmitted by facsimile or e-mail and no
failure receipt is generated; or
19.2.3 on the fifth business day following mailing, if mailed by
national ordinary mail, postage prepaid; or
19.2.4 on the tenth business day following mailing, if mailed by
airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail
address, or facsimile number notified to the other Party.
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20. Entire Agreement
20.1 This Agreement contains the entire agreement between the Parties
with respect to its subject matter and may not be modified except by an
instrument in writing signed by the duly authorised representatives of the
20.2 Each Party acknowledges that, in entering into this Agreement, it
does not rely on any representation, warranty or other provision except as
expressly provided in this Agreement, and all conditions, warranties or
other terms implied by statute or common law are excluded to the fullest
extent permitted by law.
This Agreement may be entered into in any number of counterparts and
by the Parties to it on separate counterparts each of which when so
executed and delivered shall be an original, but all the counterparts
together shall constitute one and the same instrument.
In the event that one or more of the provisions of this Agreement is found
to be unlawful, invalid or otherwise unenforceable, that / those
provision(s) shall be deemed severed from the remainder of this
Agreement. The remainder of this Agreement shall be valid and
23. Dispute Resolution
23.1 The Parties shall attempt to resolve any dispute arising out of or
relating to this Agreement through negotiations between their appointed
representatives who have the authority to settle such disputes.
23.2 Nothing in this Clause 23 shall prohibit either Party or its affiliates
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from applying to a court for interim injunctive relief.
23.3 The Parties hereby agree that the decision and outcome of the final
method of dispute resolution under this Clause 23 shall be final and
binding on both Parties.
24. Law and Jurisdiction
24.1 This Agreement (including any non-contractual matters and
obligations arising therefrom or associated therewith) shall be governed
by, and construed in accordance with, the laws of England and Wales.
24.2 Subject to the provisions of Clause 23, any dispute, controversy,
proceedings or claim between the Parties relating to this Agreement
(including any non-contractual matters and obligations arising therefrom
or associated therewith) shall fall within the jurisdiction of the courts of
England and Wales.
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Schedule 2 – Fees
Plan Price Payment Terms Notes
20hrs £550 per month Payable in advance
via Direct Debit/
(up to 1 hours) is free
of charge. Additional
hours and travel time
and associated costs
for meeting onsite
will be billed under
30hrs £800 per month
50hrs £1300 per month
80hrs £1900 per month
Pay as you go £28 per hour 14 days from date of
Bodega. Bundle £550 One off payment in