This agreement is made on [date] between:
1. [Client Name], hereinafter referred to as "the Client"; and
2. [Consultant Name], hereinafter referred to as "the Consultant".
1. In this Agreement, the following words shall have the meanings set out below:
Agreement: This consultancy agreement and any changes that the parties agree in writing;
Client Personal Data: Any personal data processed by the Consultant on behalf of the Client under this agreement, but excluding data for which the Consultant is a controller;
Commencement: The date on which this agreement comes into effect, to be agreed by both parties;
Controller: The entity that determines the purposes and means of processing personal data, as defined in applicable data protection laws;
Consultant Work: Any work developed, created, written, prepared, devised, or discovered by the Consultant (or by any substitute permitted under this agreement) in the course of providing the Services;
Data Protection Laws: All applicable laws relating to the processing of personal data, including, for the period during which it is in force, the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR);
Data Subjects: The individuals to whom personal data relates, as defined in applicable data protection laws;
Intellectual Property: All existing or future intellectual and industrial property rights, anywhere in the world, in the Consultant Work, including any invention, patent, utility model right, copyright and related right, trade-mark, trade name, internet domain name, design right, design, service marks, database right, typography right, right in get-up, right in goodwill or to sue for passing off, and any other right of a similar nature whether registered (or capable of registration) and the right to apply for any of these;
Personal Data: Any information relating to an identified or identifiable natural person, as defined in applicable data protection laws;
Services: The LinkedIn Master Plan and any other services agreed between the parties. The Consultant will carry out the Services at the agreed location.
Authority: The rights and obligations of data controllers and processors, as defined in applicable data protection laws.
Term: The duration of this agreement.
Work: All forms of work, including works of authorship, products, documents, materials, discoveries, inventions, programs (including software programs and source code), databases, know-how, methodologies, ideas, and designs.
2. In this Agreement, unless the context requires a different interpretation:
1. Words in the singular include the plural and vice versa, and words indicating a gender include all genders.
2. References to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this agreement.
3. A reference to a person includes firms, companies, government entities, trusts, and partnerships.
4. "Including" is understood to mean "including without limitation."
5. References to any statutory provision include any modification or amendment of it.
6. The headings and sub-headings are for convenience only and shall not affect the interpretation of this agreement.
3. Services Agreement
1. From the Commencement Date, the Consultant will perform the Services as requested by the Client. However, the Client is not obliged to provide work for the Consultant.
2. The Consultant must:
a. Devote as much time as necessary and not less than reasonably required to perform the Services properly, unless prevented by illness or injury. In such a case, the Consultant must notify the Client as soon as reasonably practicable. No fee shall be payable during any period when the Services are not being provided to the Client.
b. Perform the Services using reasonable care and skill and to the best of their abilities.
c. Keep the Client adequately informed of progress on all projects and provide written information when requested.
d. Comply with all applicable laws, regulations, codes, and sanctions relating to anti-bribery and anti-corruption, including the Bribery Act 2010. The Consultant must have systems in place to ensure compliance and, where requested by the Client, certify annually that they continue to comply. The Consultant must report any matter relating to bribery or corruption to the Client immediately if they become aware of or suspect such activity while providing the Services for the Client. Failure to comply with this paragraph entitles the Client to terminate this agreement immediately.
e. Comply with the policies, procedures, and rules the Client reasonably requests, including the Client's health and safety policies and procedures. The Consultant must report any unsafe working conditions to the Client immediately if they become aware of any while providing the Services for the Client.
3. During the Term, the Consultant may work for or be involved in any other business or undertaking, as long as it does not create a conflict of interest or interfere with the Services and the other company or task does not directly compete with the Client. However, the Consultant may hold up to 5% of the total issued share capital of any company listed on a recognized stock exchange.
4. The Consultant shall take all reasonable steps to offer (or cause to be offered) to the Client any potential new business relevant to the goods or services provided by the Client as soon as practicable after it has come to their knowledge and before being offered by the Consultant (or caused by the Consultant to be delivered) to another party.
4. Status, Equipment, and Resources
1. The Consultant is an independent contractor and is conducting business on their account. The parties agree that this agreement and the provision of Services do not create an employer-employee, worker, partner, member, or agency relationship between the Consultant and the Client. The Consultant cannot hold themselves out as an employee, worker, partner, member, or agent of the Client, and they do not have the authority to incur any expenses on behalf of the Client or to bind the Client in any other way.
2. The Client does not directly control the Consultant's actions and the Consultant is free to provide the Services in the manner they choose, except where this agreement states otherwise.
3. The Consultant is responsible for maintaining and ensuring the safety of all equipment and resources necessary to perform the Services.
4. If the Consultant's equipment or resources are stored on the Client's property, the Client must not use them without the Consultant's prior written consent. The Client must contact the Consultant before making any changes to how or where the equipment or resources are stored.
5. The Consultant may use third parties to provide administrative functions related to the Services, but they must bear the total costs of such third parties. If requested by the Client, any such third party must enter into direct agreements with the Client, including agreements related to confidentiality.
5. Fees and Expenses
1. The Client must pay the Consultant upon signing this agreement and on all subsequent dates as set out in the payment schedule.
2. Payment is to be made via digital invoice through Dubsado. Alternatively, the Client may make payment to the bank account specified by the Consultant, provided they inform the Consultant of their preference.
3. In the event of late payment, the Consultant reserves the right to claim interest, compensation, and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998. The parties agree that the term implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification, or re-enactment. If, for any reason, the Late Payment of Commercial Debts (Interest) Act 1998 does not apply, interest shall be payable on overdue amounts at a rate of 8% over the Bank of England Base Rate from time to time.
4. The Consultant is responsible for all expenses incurred while performing the Services, unless the parties agree in writing in advance of any specific costs being incurred that the Client will be responsible for such expenses.
6. Rescheduling and Cancellation
1. Either party may cancel or reschedule individual sessions, provided that 24 hours' notice is given. If less than 24 hours' notice is given, the session will be rescheduled at the Consultant's convenience, and this may cause a delay in progress.
2. If the Client cancels a session, any outstanding fees will be payable immediately and will be non-refundable.
7. Booking Sessions
1. The Client can book sessions using the Consultant's calendar, which will be provided to the Client via a link during the onboarding process. Alternatively, the Client may confirm a date and time verbally or in writing with the Consultant.
2. Throughout the package duration, the Consultant will provide email and Trello support to the Client. The Consultant's contact details will be provided to the Client during the onboarding process.
3. The Client will have access to the coaching materials, including recordings of coaching sessions, through Trello. It is recommended that the Client downloads these materials to their device. The Consultant reserves the right to remove these materials once the coaching has ended.
4. The Client will be granted discounted access to the Consultant's existing guides and templates, which will be provided during the onboarding process.
8. Delivery Terms
1. The Consultant will provide services to the Client by Dubsado, Trello, ClickUp, email and in person where agreed before beginning this agreement.
2. If the Consultant requires additional information, they will request this by email or telephone.
3. The Consultant will provide consulting services to the Client for a period unless agreed otherwise.
4. The Client will pay the Consultant according to the terms set out above.
5. The Consultant will only use the Client's information as necessary under the General Data Protection Regulation (further information below)
1. This Agreement begins on the Commencement Date and ends when either party gives at least 30 days advance written notice that they wish to terminate it or when one of the grounds for immediate termination set out in this clause applies
2. The Client can terminate the agreement in writing immediately without notice or payment of any compensation (without prejudice to other rights in law to terminate this agreement) if the Consultant:
a. is guilty of any misconduct
b. commits any fundamental or repeated breach of this Agreement or the Consultant fails to comply with the Client's policies or any reasonable and lawful directions of the Client or is negligent or incompetent in performing the Services;
c. commits a criminal offence or acts in any way dishonestly, whether or not while providing the Services, which damages or is likely to damage her or the Client's reputation;
d. is unable to provide the Services for ten days in any one-month consecutive period because of incapacity; or
e. becomes bankrupt, applies for or is the subject of a receiving order or makes any composition or enters any deed of arrangement with her creditors or has a county court administration order made against him under the County Court Act 1984.
3. The Consultant can terminate this agreement immediately without notice or payment of any compensation if the Client:
a. commits any fundamental or repeated breach of this agreement;
b. commits a criminal offence or acts in any way dishonestly, whether or not while the Consultant is providing the Services, which damages or is likely to damage the Consultant's or the Client's reputation;
c. is a company and is dissolved or stops conducting all of its business substantially or cannot pay its debts as they fall due or a receiver is appointed over any of its property or assets, or it is subject to an administration order (within the meaning of the Insolvency Act 1986) or goes into liquidation; or
d. is a natural person and is bankrupt, applies for or is the subject of a receiving order, makes any composition, enters any deed of arrangement with her creditors, or has a county court administration order made against him under the County Court Act 1984.
4. During the Term, the Consultant may have access to confidential information about the Client and its business(es) which includes documents and information, whether written, electronic or otherwise, which is any non-public information concerning the Client:
a. finances, operational model, business plans and sales and marketing information, plans and strategies, business transactions, research activities and dealings and affairs, trade secrets including technical data and know-how;
b. customers, suppliers, licensors, licensees, agents, distributors, shareholders, management, contractors or other business contacts including, without limitation, lists of, identities of, contact details of and requirements of such persons, pricing or price structures, discounts, special prices or special contract terms offered to or by or agreed with such persons;
c. Intellectual Property, existing and planned goods, product lines or services and their components and any underlying technology or proprietary materials;
d. computer and communications systems, source codes and software; in each case, whether past, current, future or prospective, whether the Consultant creates, develops, receives or obtains the information, whether it is marked confidential or not. Confidential information does not include any information generally available to the public other than through the Consultant's breach of this agreement.
5. During and after the Term, the Consultant must not use or disclose or allow the use or disclosure of any confidential information, except:
a. as necessary to properly perform the Services or
b. with the Client's prior written consent or as required by law or ordered by a court of competent jurisdiction
6. As soon as either this agreement ends, however that happens, or the Client requests it, the Consultant must:
a. return to the Client all materials, equipment, property and documents that he has or controls that either belongs to or relate to the Client or its business or clients;
b. delete any such property and information from any electronic device which belongs to the Consultant, including contact details of business contacts made during the course of this agreement, however, stored and from personal, social or professional networking account
7. The Client may have access to the confidential information of the Consultant included in the first clause in this section on confidential information. The Client agrees not to use or disclose or allow the use or disclosure of any such confidential information without the Consultant's prior written consent apart from if the second clause in this section on confidential information applies.
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 providing the Services. The Consultant must provide the Client with credible information concerning the business insurance policies he has in place and maintain insurance policies with reputable insurers providing for a level of cover and other insurance terms which are acceptable to and agreed upon by the Client. The Consultant must supply the Client with copies of insurance policies, that the Client's interest is noted on the policies and evidence that premiums have been paid if requested by the Client. The Consultant shall comply with all terms and conditions of their insurance policies. The Consultant must notify the Client as soon as reasonably practicable if we shall change the cover, lapse or not be renewed or if the Consultant is aware of any reason we may change the cover, lapse or not be renewed.
11. Data Protection
1. Both parties shall comply with their obligations under the Data Protection Laws, so far as they relate to their obligations under this agreement.
a. The Client shall only supply to the Consultant, and the Consultant shall only process, in each case under or concerning this agreement, the Personal Data of Data Subjects falling within the categories and types specified in Part A of Schedule
1 (Data processing information) (the Client's Personal Data), and the Consultant shall only process the Client Personal Data for the purposes specified in Part A of Schedule 1 (Data processing information).
3. The Consultant shall only process the Client's Personal Data during and for the Term of this Agreement.
4. The Consultant shall not transfer any personal data obtained from the Client outside of the European Economic Area (EEA) unless the Client's prior written consent has been received.
5. Notwithstanding any other provision of this agreement, the Consultant may process Personal Data if and to the extent that the Consultant is required to do so by applicable law. In such a case, the Consultant shall inform the Client of the legal requirement before processing unless that law prohibits such information on public interest grounds.
6. The Consultant shall ensure that persons authorised to process the Client's Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality
7. The Consultant shall implement appropriate technical and organisational measures to ensure the Client's Personal Data security. The Consultant shall provide the Client with details of all such technical and organisational measures on reasonable written notice from the Client.
8. Where the Consultant is acting as a Processor of Client Personal Data in connection with its delivery of Services under this agreement, the Consultant may retain and use the services of third parties who, from time to time, may need to process Personal Data (each a Third Party Sub-Processor). As such, the Client, at this moment, generally authorises each Third-Party Sub-Processor engaged by the Consultant at the time this agreement is executed to be a sub-processor concerning the Personal Data. The Consultant will provide the Client with a list of all Third-Party Sub-Processors on written request.
9. The Consultant will enter into an agreement with each Third Party Sub-Processor that obligates the Third Party Sub-Processor to process the Personal Data in a manner substantially similar to the standards set forth under this agreement, and at a minimum, at the level of data protection required by Data Protection Laws (to the extent applicable to the services by the Third Party Sub-Processor under this agreement).
10. The Consultant must give the Client at least 30 days' notice of any intended changes concerning the addition or replacement of any Third-Party Sub-Processor. The parties shall discuss commercially reasonable alternative solutions in good faith if the Client objects to any such changes before their implementation.
11. The Consultant shall be liable for the acts and omissions of the Third-Party Sub-Processor to the same extent the Consultant would be responsible if performing the services of each Third-Party Sub-Processor directly under the terms of this agreement.
12. The Consultant shall, insofar as possible and taking into account the nature of the processing:
a. take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a Data Subject's rights under the Data Protection Laws;
b. assist the Client in ensuring compliance with the obligations relating to the security of the processing of Personal Data, the notification of Personal Data breaches to the Supervisory Authority, the communication of Personal Data breaches to the Data Subject, Data Protection Impact Assessments (as such term is defined in the Data Protection Laws) and prior consultations concerning high-risk processing under the Data Protection Laws;
c. make available to the Client all information necessary to demonstrate the compliance of the Consultant with its obligations under the Data Protection Laws;
d. at the Client's discretion, delete or return all of the Client Personal Data to the Client upon termination or expiry of the agreement, and shall delete existing copies save to the extent that applicable law requires the storage of the relevant Personal Data; and
e. allow for and contribute to audits, including inspections conducted by the Client or another auditor mandated by the Client in respect of the compliance of the Consultant's processing of Client Personal Data with the Data Protection Laws.
13. The Client may hold and process a wide variety of Personal Data about the Consultant, including references, personal records, emails containing personal details, addresses and details of contractual benefits. Some of this data may come within the "special categories of
personal data" (known as sensitive personal data) and includes but is not limited to information about:
a. the Consultant's racial or ethnic origin or religious or similar information for equal opportunities monitoring;
b. information about the physical or mental health of the Consultant to monitor sickness absence; and
c. any criminal proceedings involving the Consultant for insurance purposes and to comply with legal requirements and third-party obligations.
14. The Client will only process sensitive personal data if:
a. it has a lawful basis for doing so; and
b. one of the unique conditions for processing sensitive personal data applies, e.g. the Consultant has given explicit consent.
15. Before processing any sensitive personal data, the Client will take all steps necessary to ensure it can process such information lawfully.
16. The Client will use appropriate technical and organisational measures to keep the Consultant's data secure, mainly to protect against unauthorised or unlawful processing and accidental loss, destruction or damage. We can find more information on data security in the Client's Information Security Policy.
12. Warranties and indemnities
1. The Consultant represents and warrants that he does not have any obligation which would restrict or prohibit him from complying with this Agreement
2. Neither party will be liable for:
a. any form of indirect, consequential or special loss;
b. any loss or corruption of any data, database or software;
c. any loss of business, contracts or commercial opportunities or any other form of pure economic loss, direct or indirect
3. Nothing in this Agreement:
a. limits or excludes a party's liability for causing death or personal injury by their negligence;
b. limits or excludes a party's liability for their fraud or fraudulent misrepresentation; or
c. limits or excludes a party's liability in any way not permitted under applicable law.
4. The Consultant's total liability (however arising) under the agreement will be £?
5. The Consultant is solely responsible for paying tax and National Insurance Contributions on payments to him in respect of payments to him for the Services. The Consultant must indemnify the Client and keep it fully and effectively indemnified in respect of any claims, demands, assessments, contributions or deductions made by the relevant authorities against the Client for income tax or National Insurance Contributions relating to the Services together with any interest and penalties unless the claim or demand was caused by the Client's default or negligence. The Client may make deductions from payments due to the Consultant to satisfy this indemnity.
6. All warranties, conditions and other terms implied by law are excluded from this agreement unless stated in this agreement, as far as permitted.
13. Intellectual Property
1. The Consultant assigns to the Client as beneficial owner with full title guarantee the Intellectual Property for the entire term of those rights and all renewals and extensions, together with all accrued rights. The Consultant will promptly disclose and give the Client all Intellectual Property for its exclusive use and benefit and keep their details confidential, delivering all documents relating to any part of the invention to the Client whenever requested. The Consultant will not register or attempt to register any intellectual property rights in any work carried out during this agreement, nor any inventions, unless at the Client's request. The Consultant will do all acts necessary to confirm that absolute title in all intellectual property rights in work carried out during this agreement and any inventions have passed or will pass, to the Client. The Consultant will do everything necessary to give effect to this clause both during and after this agreement.
The Consultant irrevocably waives her moral rights in any Intellectual Property anywhere in the world.
2. The Consultant agrees to indemnify the Client and keep it indemnified against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, concerning any claim relating to intellectual property supplied by the Consultant to the Client whilst providing the Services. The Consultant shall ensure that the Client's interest is noted on a suitable insurance policy, and the Client may, at its option, satisfy such indemnity (in whole or part) by deduction from any payments due to the Consultant.
3. The Consultant appoints the Client to execute documents on its behalf, use the Consultant Company's name and do all things necessary or desirable for the Client to obtain the full benefit of this clause.
14. Circumstances beyond the control of the parties
1. A party to this agreement is not liable for failure or delay in performing its obligations if that failure or delay is caused by something beyond her reasonable control. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified party or parties can suspend or terminate the agreement immediately by notifying the other party.
15. Entire Agreement
1. This Agreement contains the whole agreement between the parties relating to its subject matter. It supersedes all prior discussions, warranties, representations, assurances, arrangements or agreements that might have taken place orally or in writing concerning the agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation
1. No party can assign, transfer or sub-contract her rights and obligations under this agreement without the prior written consent of the other party, which cannot be unreasonably withheld.
2. Only changes to this agreement that are in writing and signed by the parties are valid or binding.
3. The Contracts (Rights of Third Parties) Act 1999 does not apply to this agreement, and no third party has the right to enforce or rely on any provision of this agreement.
4. This agreement may be executed in any number of counterparts, each of which, when completed, is a duplicate original, but all the partners together form one agreement.
5. No delay, Act or omission by a party in exercising any right or remedy is a waiver of that, or any other, right or remedy unless the parties agree differently.
6. Provisions of this Agreement which are stated or intended to continue in force after this agreement ends will do so.
7. If any court or competent authority decides that any part of this agreement (or part of any provision) is invalid, illegal or unenforceable, that part will be deemed deleted so far as necessary without affecting the other parts of this agreement, which will continue to be valid and enforceable.
8. Any notice to be delivered under this agreement must be in writing and given by prepaid first class post or left by hand delivery at the registered address or place of business of the notified party or sent by email to the other party's leading business email address as reported to the sending party.
a. If any notices are sent by post within the United Kingdom, it is deemed to be received on the second Working Day after posting. Notices sent by post from or to addresses outside the United Kingdom are deemed to be received on the tenth Working Day after posting. Notices delivered by hand are deemed to be received when the notice is left at the proper address, and notices sent by fax are deemed to be received on the next Working Day after transmission.
b. The above clauses do not apply to the service of any proceedings or documents in any legal action.
17. Governing law and jurisdiction
1. This Agreement shall be governed by and interpreted according to the law of England and Wales. All disputes arising under the agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.