Terms and Conditions

This Contract for Services is made on the (DATE) Between:
A. (Company Name) a company incorporated at (Address) (Hereafter Known The Company).
B. Antonio Falco (a Division of Humanagement Ltd) a company incorporated at 5 Drakes Way, Woking, Surrey GU22 0NX, UK (hereafter known as The Provider).

1. Introduction.
The purpose of this document is to make clear the following:-
· The service which The Provider is offering (method and style)
· Fee structure
· General terms and conditions

2. The Service.
2.1 The Provider will carry out the aims and objectives for The Company as specified in The Proposal.
2.2 The Contract shall commence on the suggested date as outlined in The Proposal but only after both The Contract and The Proposal have been signed by both The Company and The Provider.
2.3 it is also important for The Company to appreciate that The Provider is being employed by The Company to provide a service based on application of skill not time.

3. The Proposal.
A signed copy of the proposal no.(number of document) forms a central part of this Contract.
The proposal outlines a mutually agreed set of aims and objectives between The Provider and The Company however from time to time events and or issues will occur which will fall outside of the original set of aims and objectives but that nevertheless need attention. In cases when this occurs The Company may choose:-
3.1 not to have them dealt with or solved and thereby no additional costs will be incurred however should the events and or issues be such that they conflict hinder and or halt the progression and pursuit of the agreed aims and objectives The Provider cannot be held responsible for not meeting in full the aims and objectives clause 7.1.3 will therefore not apply.
3.2 to substitute one or more of the original aims and objectives, thereby having the issue(s) dealt with at no additional cost.
3.3 to add to the original aims and objectives thereby adding to costs over and above the original agreed fees. The additional cost will be charged at the Standard Rate (clause 4.4).
3.4 confirmation of the decision by The Company will be made verbally and followed up in writing by The Provider.
In addition to aims and objectives the proposal also outlines:
3.5 The Proposal also outlines fees excepting for (clause 3.3).
3.6 The Proposal also outlines timescales.

4. Fees.
The proposal outlines the fees for The Provider to deliver on the aims and objectives and covers all costs excepting the following:
4.1 clause 3.3 of The Contract.
4.2 fees are exclusive of any expenses. Subject to Company authorisation The Company agrees to pay all travel (except those costs to and from the designated Company office which will be highlighted within The Proposal), accommodation and subsistence and any other reasonable costs and expenses as incurred by The Provider in connection with the provision of services.
4.3 all fees costs and expenses are subject to Value Added Tax at the current rate of the time.
4.4 standard rate is £3,000.00 per day.
4.6 fees will be invoiced on a monthly basis and in accordance with the payment plan specified in The Proposal.
4.6.1 all fees costs and expenses will be specified in Pounds Sterling.
4.6.2 invoices to be paid in that currency.
4.7 all invoices to be settled in full within 14 days of issue.
4.8 if and when applicable any additional fees costs or expenses (as clauses 3.3, 4.2, 4.4) will be charged within the next invoice after confirmation (as clause 3.4, 4.2) and will be payable (as clause 4.7).
4.9 fees are based on meeting the aims and objectives set out in The Proposal. Payment of fees have been amortised over the timescale set out in The Proposal in order to assist The Company with meeting the payment of fees. The balance of fees will due in full should the aims and objectives be met before the end of the timescale.

5. Timescales.
The timescales for meeting the mutually agreed aims and objectives set out within The Proposal is an estimate of the time needed by The Provider to complete the aims and objectives. The Provider will endeavour to keep to the timescales outlined provided:
5.1 The Company comply with the suggestions, advice, tasks and direction offered by The Provider.
5.2 employees, contractors and other 3rd parties who may be involved in the process either directly or indirectly also comply with the suggestions, advice, tasks and direction offered by The Provider.
5.3 should additional time over and above the originally estimated period as outlined in The Proposal be necessary both The Company and The Provider will agree verbally the additional time and costs which will be confirmed in writing by The Provider and form an addendum to both the original Proposal and Contract.
5.4 The Provider will conduct business between 9.00am and 5.30pm and between Monday and Friday excluding recognised Public Holidays, vacations, illness.

6. Responsibilities
Both parties have responsibilities with regard to the successful pursuit of the aims and objectives set out in The Proposal.
6.1 The Provider is responsible for
6.1.1 applying all reasonable skill, care and attention in the pursuit of the aims and objectives.
6.1.2 maintaining confidentiality with regard to information received connected to The Company and its’ activities. Permission to use any such information must be requested by The Provider to The Company.
6.1.3 The Provider will reimburse The Company 10% of the final nett total of fees should aims and objectives not be met as outlined in The Proposal.

6.2 The Company is responsible for
6.2.1 taking note of the suggestions, advice, tasks and direction offered by The Provider in order to achieve a successful outcome and meet the aims and objectives.
6.2.2 disclose any issues, situations, company policies that could conflict hinder and or halt the progression and pursuit of the aims and objectives.
6.2.2.1 such failures could result in breach of contract and any outstanding fees will become payable immediately.
6.2.3 payment of invoices in accordance with clause 4.7.

7. Termination.
7 .1 should The Company wish to terminate The Contract before completion of the aims and objectives as set out in The Proposal, notice of eight weeks will be required.
7.1.1 notice to be made by The Company in writing.
7.1.1 fees will be due up and until the end of the notice period irrespective of The Provider continuing to provide a service or not.
7.1.2 an invoice for the balance of fees will be issued upon receipt of written termination and payment will be due in accordance with clause 4.7.
7.2 should The Company wish to terminate The Contract due to being satisfied that the aims and objectives have been met
7.2.1 notice to terminate will be required in writing from The Company.
7.2.2 an invoice for the outstanding balance will be issued and become payable in accordance with clause 4.7.
7.3 should The Provider wish to terminate The Contract, notice of eight weeks will be provided.
7.3.1 notice will be provided in writing.
7.3.2 should there be any outstanding fees relating to completed tasks, aims and or objectives an invoice will be issued and become payable in accordance with clause 4.7.
7.3.3 should both parties wish to cease any further dealings with each other as a result of written termination from either party, this can be complied with. Clauses 6.2.2 and 6.3.2 will still apply.
7.4 either party may terminate The Contract upon material breach of any term of The Contract which is not remedied within thirty days of written notice.
7.4.1 any fees due as a result of termination will be invoiced and due immediately.
7.5 The Contract may be terminated with immediate effect in the event that The Company is placed into administration.
7.5.1 any outstanding fees will still become payable and clause 6.4.1 will apply.
7.6 all invoices will be issued under the limited company Humanagement Limited.

8. Liabilities
8.1 at no time will The Provider be responsible or liable for the conduct of the company or any part of the performance and abilities of the its’ products and services. All liability and insurances will rest with The Company. At no time will The Provider be liable for the conduct or standard of work carried out by the company or its’ employees or sub-contractors. The Provider will not be liable for the interpretation of the suggestions, advice, tasks and direction given to The Company. Appropriate insurance cover for risk, accident or death will be provided by The Company to The Provider.
8.2 The Company will not be liable for any tax liability incurred by The Provider and The Limited Company Humanagement Ltd.

9. General Conditions
9.1 Force Majeure – Neither party will be liable to the other for any failure to fulfil obligations caused by circumstances that may reasonably be considered to be outside its control.
9.2 The Contract as well as its performance will be governed by and interpreted in accordance with the laws of England and Wales.
9.3 Resolving Disputes and Jurisdiction – Should any dispute arise between the parties they will endeavour to resolve the dispute in good faith by senior level negotiations. If the dispute is not resolved through negotiations an independent solicitor or accountant will be appointed to arbitrate in the first instance.

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