In this general service agreement Corrick, Wales & Partners LLP (“Contractor”) and the client of Corrick, Wales and Partners LLP, named in the applicable Statement of Work, (“Client”), each a “Party” and together the “Parties”. Corrick, Wales & Partners is a limited liability company incorporated in England.
This Agreement is concluded on the date signed by both Parties and shall take effect on the date specified in the Statement of Work or the date on which Contractor commences services (whichever first occurs).
The Client would like to buy and the Contractor is agreeable to providing certain services to the Client on the terms and conditions set out in this Agreement.
- The Client hereby agrees to engage the Contractor to provide the Client with the services described in more detail in the statement of work attached to these terms and any statement of work subsequently agreed between the Parties in writing (the “Services”). Prior to Contractor commencing any work, the Parties shall each use their reasonable endeavours to agree a detailed description of the services, applicable charges and all other relevant practical and commercial terms. In each case, this will be known as the “Statement of Work” (although the document or documents comprising these details need not be titled as such). Each Statement of Work shall be binding on the Parties and form part of this Agreement. In the event of any conflict or inconsistency between the terms of this general services agreement and the terms of any Statement of Work, the terms of this general services agreement shall prevail and take precedence unless otherwise expressly and specifically stated in the Statement of Work.
- The Services will also include any other tasks which the Parties may agree in writing. The Contractor hereby agrees to provide such Services to the Client on the terms of this Agreement subject to payment of such additional charges as may be also agreed in writing.
Term of Agreement
- The term of this Agreement (the “Term”) will begin on the effective date of the first Statement of Work and will remain in full force and effect for a period of 12 months, 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 or any Statement of Work prior to the completion of the Services, that Party will be required to provide 30 days’ written notice to the other Party. If a Statement of Work is terminated, such termination shall not affect any other Statement of Work unless the Party terminating is also entitled to terminate any other Statement of Work and does so.
- The Client will provide the following facilities and assistance to Contractor in order to enable Contractor to provide the Services:
- such information, data and materials as may be reasonably required by Contractor in relation to the provision of the Services; and
- reasonable access to, and co-operation by, the Client’s staff; and
- any other assistance, facilities or items specified in the relevant statement of work.
These will be provided without charge to Contractor.
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
- The Client will pay the charges specified in the Statement of Work.
If the Statement of Work does not specify the fees for any Services then the Contractor will charge for the Services to be supplied in accordance with that Statement of Work on a time and materials basis at Contractor’s current standard rates subsisting at the time the relevant Services are provided.
If a fixed fee or estimated budget has been agreed, then unless otherwise stated in the Statement of Work, the Contractor shall be entitled to charge and the Client shall pay 25% of the fixed fee or estimated budget on commencement of the Services.
Once any dates for performance of Services have been agreed between the Parties then the Client must provide at least 7 days prior notice of any request to postpone, cancel or vary the date or dates. The Client acknowledges that the Consultant will incur losses and expenses arising from late cancellation. In the event of late cancellation, postponement or variation of a date or dates the Contractor shall be entitled to charge, and the Client shall pay, the following charges:
- Notification 7-48 hours prior to agreed date – 50% of the charges for the Services that were to be delivered on that date
- 48 hours or shorter notification – 100% of the charges for the Services that were to be delivered on that date
7. The Contractor shall be entitled to invoice for charges as soon as they become due. The Statement of Work may include dates or events upon which charges shall become due. If this is not the case, the Contractor shall be entitled to invoice during the last week of any month for all Services provided and to be provided during that month. Invoices submitted by the Contractor to the Client must be paid within 30 days of the date of the invoice.
8. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.
Reimbursement of Expenses
- The Contractor will be reimbursed for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
- All expenses must be pre-approved by the Client (such approval not to be unreasonably withheld or delayed).
Remedies for Late Payment
- If the Client is late in paying any invoices, then Consultant may if it wishes to do so (and without affecting any other rights or remedies available to it):
- suspend the provision of Services until payment in full has been received; and/or
- charge interest on all unpaid amounts.
Interest will be payable from the date of the invoice until the date of receipt of payment by Contractor and will continue to be payable even if Contractor obtains a judgement from a court in relation to any claim for payment of the invoice. The rate of interest will be 2% per month or part of a month.
- The Client warrants that:
- it has full capacity and authority to enter into and perform its obligations under this Agreement; and
- this Agreement is executed by a duly authorised representative of the Client; and
- all data, information and materials provided to Contractor shall be complete, accurate and up to date.
- Contractor warrants that the Services will be provided:
- with reasonable care and skill; and
- by means of appropriately qualified and skilled personnel.
- If any of the warranties are breached, the Client will tell Contractor as soon as is reasonably possible. The Client must give Contractor a reasonable time to fix the problem. Contractor may take such reasonable steps as Contractor, in its discretion, sees fit to fix the problem and these may include (at Contractor’s option) re-performing any relevant Services or a relevant part of the Services. The steps will be taken without any additional charge to the Client and will be the Client’s sole remedy in respect of the breach in question.
- Apart from the terms set out above, no conditions, warranties or other terms apply to the Services or to anything else supplied under this Agreement. In particular, no implied conditions, warranties or other terms relating to satisfactory quality or fitness for any particular purpose will apply to anything supplied under this Agreement.
- Confidential information (the “Confidential Information”) refers to any data or information relating to the business of either Party which would reasonably be considered to be proprietary to the relevant Party including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the relevant Party and where the release of that Confidential Information could reasonably be expected to cause harm to the relevant Party. Confidential Information does not include any information which:
- is available to the public other than because of any breach of this Agreement;
- is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
- is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
- is trivial or obvious; or
- is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure.
- Each Party agrees that it will keep confidential and not disclose, divulge, reveal, report or use, for any purpose, any confidential information which it has obtained, except as authorised by the disclosing Party or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
18.1 In connection with the provision of the Services, the Client may require the Contractor to process data on its behalf. Where this is the case the following terms apply.
18.2 Once the GDPR comes into force in England all references to the Data Protection Act 1998 (“DPA”) in this Agreement shall be replaced with references to GDPR. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and/or or such UK legislation as may implement, supplement or replace such Regulation.
18.3 For the purposes of this Agreement, the following terms have the same meaning as in the DPA: personal data; data controller; data processor; processing; and data subject.
18.4 In relation to any transfer and processing of personal data as referred to in clause 18.1 above it is the intention of the Parties that:
the Client will be the data controller; and
Contractor will be a data processor or sub-processor.
18.5 The Client will:
(i) ensure that it is fully and lawfully entitled to transfer the relevant personal data to Contractor so as to allow Contractor lawfully to process the personal data in accordance with the Agreement on behalf of the Client;
(ii) subject to Contractor complying with its obligations under this clause, be responsible for ensuring that the processing of the personal data complies with the DPA (including the eight principles set out in the DPA). The obligations in this clause 18.5 include taking all steps necessary, including, (without limitation) where appropriate:
(iii) obtaining, recording and managing valid and lawful consent from each of the relevant data subjects for the processing by Contractor of all of the personal data for all of the purposes described in this Agreement; and
(iv) notifying and obtaining consent from data subjects of the transfer to and processing of personal data by Contractor and its sub-processors under this Agreement;
(v) taking all steps to ensure that Contractor shall not be in breach of the DPA; so as to ensure that the transfer to Contractor of the personal data and its processing by Contractor in accordance with the Agreement complies with the DPA.
18.6 Each party shall have in place and undertakes to maintain throughout the term appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage, or disclosure of any personal data so that, having regard to:
(i) the state of technological development; and
(ii) the cost of implementing any measures; and
(iii) the nature, scope, context and purposes of processing; and
(iv) the risks of varying likelihood and severity to the rights and freedoms of data subjects;
(v) the measures taken ensure a level of security appropriate to the risk.
18.7 Contractor will take reasonable steps to ensure:
(i) the reliability of all of its personnel (whether employees or contractors) that may have access to the personal data; and
(ii) that they are adequately trained in the handling of personal data;
(iii) that they have committed to confidentiality obligations.
18.8 Contractor will act only in accordance with the Client’s documented instructions in relation to the personal data and will not use the personal data for any purpose other than to provide the Services under the Agreement. The Client’s instructions are documented in the applicable Statement of Work.
18.9 The data transferred to Contractor under this Agreement at all times remains the property of the relevant data controller.
18.10 The Client confirms its approval of the subcontractors notified by Contractor. Contractor is otherwise permitted to subcontract the processing of any personal data if the third party has been notified to the Client.
18.11 Contractor shall ensure that, to the extent that any personal data originating from the UK, Switzerland or EEA is transferred by Contractor to another processor in a country or territory outside the UK, Switzerland or EEA that has not received a binding adequacy decision by the European Commission or competent national data protection authority, such transfer shall be subject to an appropriate transfer mechanism that provides an adequate level of protection in accordance with the DPA.
18.12 In the event of any actual or suspected security breach in relation to the personal data processed under the Agreement, Contractor shall provide written notice to the Client without undue delay and, in any event within 48 hours. Contractor shall provide such reasonable assistance to the Client in relation to such breach as may be reasonably required of Contractor under applicable law.
18.13 Contractor shall provide reasonable assistance to the Client in relation to any data subject’s request to exercise any data subject’s rights under applicable law. In relation to such request:
(i) each party shall promptly notify the other in writing on receipt of such a request from a relevant data subject;
(ii) to the extent permitted under applicable law, Contractor shall be entitled to charge and the Client shall pay Contractor’ fees in relation to the provision of such reasonable assistance.
18.14 Contractor will maintain such records of its processing of personal data under this Agreement as may be required by law or Contractor may deem reasonably sufficient to demonstrate compliance with this clause. Contractor shall permit the Client and its third-party representatives, on reasonable notice during normal business hours to:
(i) gain access to, and take copies of, the records; and
(ii) inspect all such records, documents and facilities and equipment;
for the purpose of auditing Contractor’ compliance with its data processing obligations under this Agreement. Contractor shall give all necessary assistance to the conduct of such audits.
18.15 If any supervisory authority imposes a fine or penalty jointly on the Client and Contractor, Contractor shall be liable subject to the terms of the Agreement and only to the extent that the fine is attributable wholly and directly to a breach by Contractor of Contractor’ obligations under this clause 18.
Ownership of Intellectual Property
- “Intellectual Property Rights” means all:
- patent rights;
- trade or service marks;
- design right;
- rights in or relating to databases;
- rights in or relating to confidential information; and
- any other intellectual property rights (registered or unregistered) throughout the world;
including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.
- All Intellectual Property Rights in and relating to:
- any pre-existing or generic materials used by Contractor to provide the Services and
- all materials and other deliverables;
are and will continue to be owned by Contractor or its relevant third party licensor.
- All Intellectual Property Rights in and relating to any material supplied by the Client to Contractor to enable Contractor to provide the Services will be owned by the Client. Contractor will have a non-exclusive licence to use the material concerned solely for the purpose of providing Services under this Agreement.
- In relation to the deliverables and the other materials referred to in clause 18 Contractor grants a non-exclusive, non-transferable, perpetual licence to the Client to
(i) copy and use the deliverable for its own internal business purposes; and
(ii) in relation to the materials to copy and use those materials to the extent necessary to use any deliverable for its own internal business purposes.
The Client is not permitted to distribute the deliverable and materials (or any part of them) other than internally within the Client or to otherwise use or copy any of the deliverables and materials (or any part of them) for any external purpose and this licence does not cover such activities. The licence in this clause is subject to any additional terms or restrictions as may be set out in any statement of work.
Return of Property
- Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
- In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.
- In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as employees. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following address:
Corrick, Wales & Partners LLP, Raincloud, 76 Vincent Square, London, SW1P 7PD
or to such other address as either Party may from time to time notify the other.
- Neither party’s liability:
- for death or personal injury caused by its negligence or the negligence of its employees or agents;
- for fraudulent misrepresentation; or
- for any other liability that cannot, under applicable law, be excluded or limited;
is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case. The Client’s liability to pay any fees due under this Agreement is not subject to any exclusions or limits of liability.
- Other than as set out in clause 27 above, Contractor shall not be liable (whether for breach of contract, negligence or for any other reason) for any:
- loss of profits;
- loss of sales;
- loss of revenue;
- loss of any software or data;
- loss of use of hardware, software or data;
- loss or waste of management or staff time; or
- indirect, consequential or special loss.
- Subject to clauses 27 and 28 above, Contractor’s total liability under each Statement of Work and in relation to anything which Contractor may have done or not done in connection with the Statement of Work concerned (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to an amount equal to 100% of the total amount paid or payable by the Client under the Statement of Work concerned, such amount to be calculated at the time when the relevant liability comes to be assessed.
Modification of Agreement
- Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
- Time limits are estimates only. Contractor shall use its reasonable endeavours to meet any milestone or target dates subject to Client’s compliance with its obligations under this Agreement.
- Neither party will voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- This Agreement will be governed by and construed in accordance with the laws of England and Wales and the Parties agree to the jurisdiction of the English courts.
- In the event that any of the provisions of this 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 this Agreement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.