SERVICE TERMS AND CONDITIONS
Service Note
Fees are paid on a dual-schedule and exclude content production costs (creators, vendors, etc.) and are exclusive of VAT (20%). On-site presence for Abiola or the Inner Circle team will be invoiced separately to cover travel, accommodation, and per diem
All payments to be made in GBP; invoices issued accordingly. Additional services or bespoke deliverables can be scoped as needed. Engagement subject to mutual agreement and a signed contract.
1. DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).
Business Day means a day other than a Saturday, Sunday or a public holiday in the United Kingdom.
Commencement Date means the commencement date outlined in Schedule 1 (Page1).
Confidential Information means information or material property of the Client, as well as information about which the Service Provider obtains knowledge or access, through or as a result of this agreement in whatever form (including without limitation, in written, oral, visual or electronic form) relating to the business, customers, know-how, products, affairs and finances of the Client for the time being confidential to the Service Provider.
Confidential Information does not include:
information that is or becomes publicly known without restriction and without breach of this agreement;
generic information or knowledge which the Service Provider would have learned in the course of similar engagement or work elsewhere;
information the Service Provider lawfully receives from a third party without restriction on disclosure and without breach of a non-disclosure obligation;
information the Service Provider rightfully knew prior to receiving such information from the Client to the extent such knowledge was not subject to restrictions on further disclosure; or
information the Service Provider develops independent of any information originating from the Client.
Engagement means the engagement of the Service Provider by the Client on the terms of this agreement.
Fee shall have the meaning ascribed to it in clause 3 of this agreement.
Project means Marketing Consulting Services
Services means the services provided by the Service Provider for the Client pertaining to the aforementioned Services and Deliverables
Termination Date means the date of termination of this agreement, howsoever arising.
The Schedule forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedule.
2. TERMS OF ENGAGEMENT
2.1 The Client shall engage the Service Provider for the Project and the Service Provider shall provide the Services in respect of the Project on the terms of this agreement.
2.2 Where the end date is not specified, the agreement shall continue in force for a minimum of three months and shall automatically renew for an additional 3-month period unless terminated by either party in accordance with clause 11
(Termination) of this agreement.
3. FEES
3.1 The Service Provider will charge the Client for the services according to the aforementioned rates in the Service Agreement or Invoice Provided to the Client.
3.3 The Client shall pay the Service Provider the “Fee” via direct deposit, credit card, or other electronic payment processors in accordance with the terms outlined on page one, excluding any bank charges or processing fees.
3.4 The Client shall pay the Service Provider 50% of the “Fee” at commencement of the Project and the remaining 50% upon completion of the Project and Provision of services.
4. INTEREST
4.1 If the applicable Fee is not paid in accordance with clause 3 (Fees) above, the Client will be charged 10% of that Fee per calendar month until any outstanding payments are settled in full.
5. DUTIES AND OBLIGATIONS
5.1 The Service Provider shall provide the Services to the Client during the Engagement.
5.2 Should associated timelines change due to the Client failing to provide required information on a timely basis as requested via email by the Service Provider, the Service Provider will continue to charge the Fees for time spent on the Project.
5.3 In the event of any delays in meeting the deliverable deadline(s), the Service Provider will use best efforts to communicate such delay to the Client.
5.4 Both parties agree to negotiate in good faith to ensure a resolution acceptable to both parties is agreed upon as soon as practicable.
5.5 Service Provider shall submit to Client for its approval all elements of any materials to be produced or promoted hereunder, including, but not limited to, all written copy, images, video, websites, artworks and graphic materials (collectively, “Materials”).
6. CHANGES AND REVISIONS
6.1 Subject to prior written agreement between the parties, changes to the scope of the Services, including requests by the Client of additional work from the Service Provider, can be made.
6.2 Such changes will result in an amended or additional agreement and may incur an additional fee to be discussed further by the parties. Such fees will be confirmed by the Service Provider in writing prior to invoicing.
7. COMPANY LIABILITY
7.1 The Service Provider does not guarantee that all deliverables will be completely free of typographical or factual errors and therefore will not be held liable to the Client or any third party for damages, including loss of profits, loss of savings or other incidental, consequential or special damages, even if the Client has advised the Service Provider of them.
7.2 The Service Provider will perform the Services in a professional, diligent, and workmanlike manner. Service Provider’s methods and techniques will conform to industry standards, reasonable ethical obligations, and any reasonable standards set by
Client.
8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
8.1 The Service Provider acknowledges that in the course of the Engagement they will have access to Confidential Information. The Service Provider has therefore agreed to accept the restrictions in this clause 8.
8.2 The Service Provider grants a non-exclusive licence to the Client for the use of any knowhow, trade secrets, manuals, and/or any methods developed by the Service Provider during the term of this Engagement.
8.3 Each party undertakes that it shall not at any time during this Engagement, and for a period of 3 months after the Termination Date, except as specifically permitted under this agreement or in a separate written agreement, disclose to any person any
Confidential Information of the other party.
8.4 The Client agrees that the Service Provider can showcase any non-confidential sample works from this Project as portfolio pieces on their website, social media pages and other digital media channels for marketing, public relations or other relevant business purposes.
8.5 Any goodwill derived from the Client's use of the Service Provider's know-how shall accrue to the Service Provider. The Service Provider may at any time require the Client to assign that goodwill by way of written agreement.
9. NON-DISCLOSURE
9.1 The Service Provider shall use the Confidential Information only in connection with the performance of the Services and such Confidential Information shall not be used for any other purpose, without the prior written consent of Client. Service Provider shall hold in confidence, and shall not disclose to any person, any Confidential Information, and Service Provider shall not exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of Client.
9.2 Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit Service Provider from disclosing Confidential
Information to the extent required in order for Service Provider to comply with applicable laws and regulations, provided that Service Provider provides prior written notice of such required disclosure to Client and takes reasonable and lawful actions to avoid or minimize the extent of such disclosure.
9.3 Notwithstanding the above, this Agreement imposes no obligation upon the Service Provider with respect to information that: (a) was rightfully in Service Provider’s possession without a duty of confidentiality before receipt from Client; (b) is disclosed to Service Provider by a third party without such third party having an obligation of confidentiality to Client; (c) is disclosed by Client to a third party without a duty of confidentiality on the third party; (d) is or becomes publicly known through no wrongful act of Service Provider; (e) is independently developed by Service Provider without reference to any Confidential Information; (f) is approved for release (and only to the extent so approved) by Client; or (g) is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
10. NON-RECRUIT
10.1 The Client shall not, during the Term and for a period of 9 months immediately thereafter, either directly or indirectly, recruit any of Service Provider’s employees or contractors for the purpose of any outside business. Unless expressly agreed in writing between the two parties.
11. TERMINATION
11.1 This agreement remains in tact for a minimum of 3 months. The Engagement may be terminated by either party giving to the other not less than 28 Business Days prior written notice in accordance with clause 11 (Notice) of this agreement.
11.2 Should the Client require termination before the end of the 3-month mandatory period, 50% of outstanding fees will remain payable immediately. After the 3-month mandatory period and prior to the aforementioned end date, should the Client request termination, 10% of the total outstanding fees will be payable immediately.
11.3 Any outstanding payment for work delivered for this Project and/or amounts accrued for time spent on this Project before the Termination Date must be paid in full, by the Client to the Service Provider, within 7 Business Days of the Termination Date.
11.4 Within 14 Business Days of the Termination Date, the Client shall:
appropriately and responsibly dispose of all Confidential Information of the Service Provider in their possession or under their control; and/or
cease using any know-how, trade secrets, manuals and/or any methods developed by the Service Provider.
11.5 Within 14 Business Days of the Termination Date, the Service Provider shall:
deliver to the Client all Confidential Information of the Client in their possession or under their control; and/or
appropriately and responsibly dispose of all Confidential Information of the Client in their possession or under their control.
12. STATUS
12.1 The relationship of the Service Provider to the Client will be that of independent contractor and nothing in this agreement shall render them an employee, worker, agent or partner of the Client and the Service Provider shall not hold themselves out as such.
12.2 For the avoidance of any doubt, this agreement constitutes a contract for the provision of services and not a contract of employment.
12.3 Service Provider is an independent contractor and, as such, is responsible for setting their own work hours, furnishing their own tools and equipment, and conducting their own day-to-day business. Nothing contained in this Agreement will be deemed to create a partnership, joint venture, or employer-employee relationship between Client and Service Provider.
13. NOTICES
13.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by email.
13.2 The email addresses for services of notices are listed in Schedule 1 (Page1).
13.3 Any notice delivered by a party is deemed to be received by the other party at the time of transmission.
14. FORCE MAJEURE
14.1 Each of the following shall be defined as a “Force Majeure Event”: (a) acts of God; (b) casualty or natural disasters (including, without limitation, fire, earthquake, explosions, hurricane, flooding, storms, blizzards, infestations, epidemic, or pandemic); (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, insurrection, or other civil unrest; (d) government order, law, or act (or failure to act); (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, lockouts, labour disputes, labour stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) personal incidents such as accident, death in the family, illness, medical or health condition, or sudden tragic circumstances; or (j) any other reason not within the reasonable control of the party delayed in performing (whether similar or dissimilar to the foregoing events).
14.2 If either party shall be prevented from performing under this Agreement by reason of a Force Majeure Event, then such non-performing party shall not be in default under or in breach of this Agreement as a result. The non-performing party shall give notice of its inability to perform to the other party within five (5) days after the Force Majeure Event, though performance shall still be excused even if notice isn’t given. The nonperforming party shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event, and the non-performing party shall resume the performance of its obligations as soon as reasonably practicable after the end of the Force Majeure Event. The provisions of this Section shall not operate to excuse Client from timely payment to Service Provider.
15. VARIATION
No variation of this agreement shall be effective unless it is in writing and signed by the parties.
16. SEVERABILITY
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions of this agreement.
17. COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 18. THIRD PARTY RIGHTS
18.1 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
18.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
19. GOVERNING LAW AND JURISDICTION
19.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This document has been executed as an agreement and takes effect on the date stated at the beginning of it.