Consultancy Agreement

CONSULTANCY AGREEMENT

This agreement is dated: ________

PARTIES

(A) The Client

________, a ________ registered in ________ under number ________, acting through its authorised representative, with registered office at:

________

(the Client).

(B) The Consultant

________ of:

________

(the Consultant).

Each of the Client and the Consultant is a party and together they are the parties.

BACKGROUND

The Client wishes to engage the Consultant to provide certain consultancy services, and the Consultant has agreed to provide those services, on the terms and conditions set out in this agreement.

AGREED TERMS

1. INTERPRETATION

(a) The following definitions and rules of interpretation apply in this agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Opportunities: any opportunities which the Consultant becomes aware of during the Engagement that are relevant to the Client Business.

Capacity: as an agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.

Client Business: the business carried on by the Client, namely:

________

Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Client Business or affairs of the Client or its customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant's use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the Client's or the Consultant's computer systems or other electronic equipment during the Engagement.

Commencement Date: ________.

Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, clients, suppliers, products, affairs and finances of the Client for the time being confidential to the Client, and trade secrets including, without limitation, technical data and know-how relating to the Client Business or any of its suppliers, customers, clients, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Consultant creates, develops, receives or obtains in connection with the Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

Consultancy Services: the services to be provided by the Consultant in a consultancy capacity for the Client as described in this agreement.

Data Protection Legislation: the UK GDPR, the Data Protection Act 2018 and other applicable data protection and privacy legislation, in each case as amended and in force from time to time.

Deliverable: the following outputs of the Consultancy Services and any other documents or materials provided by the Consultant to the Client in relation to the Consultancy Services (excluding the Consultant's equipment):

________

Engagement: the Consultant's engagement by the Client on the terms of this agreement.

Insurance Policies: the following insurance and minimum cover agreed for the services: ________; minimum amounts: ________. Insurance required by law must be maintained regardless of this schedule.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant in the provision of the Consultancy Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Subconsultant: a substitute engaged by the Consultant under the terms of this agreement.

Termination Date: the date of termination of this agreement, however arising.

Works: all records, reports, documents, papers, drawings, designs, transparencies, photographs, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant in the provision of the Consultancy Services.

(b) Clause and paragraph headings shall not affect the interpretation of this agreement.

(c) A reference to a particular statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation made under it as in force from time to time.

(d) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

(e) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. TERM OF ENGAGEMENT

(a) The Client engages the Consultant, and the Consultant agrees to provide the Consultancy Services, on the terms of this agreement.

(b) The Engagement starts on the Commencement Date and continues until ended under this agreement or by either party giving ________ weeks’ written notice.

3. DUTIES AND OBLIGATIONS

(a) During the Engagement the Consultant shall:

(I) provide the Consultancy Services, including the Deliverables, with all due care, skill and ability, and use their best endeavours to promote the interests of the Client;

(II) ensure that the Deliverables conform with, and are completed by, any deadlines specified in this agreement, and that they are fit for any purpose which the Client has made known to the Consultant, whether expressly or by implication;

(III) promptly give to the Client all such information and reports as may reasonably be required in connection with matters relating to the provision of the Consultancy Services, the Deliverables, or the Client Business.

(b) If the Consultant is unable to provide the Consultancy Services as a result of illness or injury, the Consultant shall notify the Client at the earliest possible opportunity. The Client shall not be liable to pay any fees to the Consultant for any period during which the Consultancy Services are not provided.

(c) The Consultant may engage suitably qualified personnel or a substitute, subject to the Client’s prior written approval, which shall not be unreasonably withheld where qualifications, security and confidentiality requirements are met. The Consultant pays and remains responsible for those persons. Data-processing authorisation under clause 6 must also be obtained where applicable. The parties must follow the substitution arrangement in practice.

(d) Any Subconsultant appointed under this agreement shall be bound by the sub-processor obligations contained in clause 6.

(e) The Consultant shall, using all reasonable endeavours, make themselves available at all reasonable times on reasonable notice to provide such assistance or information as the Client may require.

(f) Except where the Client has given prior written authorisation, the Consultant shall not:

(I) have any authority to incur any expenditure in the name of or for the account of the Client; or

(II) hold themselves out as having authority to bind the Client.

(g) The Consultant shall provide the Consultancy Services from the following place(s) of work: ________. Where the Consultant attends the Client's premises, the Consultant shall comply with the Client's health and safety and security procedures in force from time to time.

(h) The Consultant shall comply with the following policies of the Client:

________

(i) During the Engagement, the Consultant shall take all reasonable steps to bring any Business Opportunities of which they become aware to the Client:

(I) at the earliest practicable opportunity; and

(II) before offering the same to any other party,

provided that this obligation shall not require the Consultant to act in breach of any obligation of confidentiality or fiduciary duty owed to a third party.

(j) The Consultant may engage a third party to provide any administrative, clerical or secretarial functions reasonably incidental to the provision of the Consultancy Services, provided that:

(I) the Client shall not be liable for the cost of such functions; and

(II) at the Client's request, the third party shall enter into direct undertakings with the Client, including with regard to confidentiality.

(k) The Consultant shall:

(I) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

(II) comply with the Client's policies on anti-bribery and anti-corruption, and any relevant industry codes, in each case as updated from time to time;

(III) promptly report to the Client any request or demand for an undue financial or other advantage of any kind received in connection with the performance of this agreement;

(IV) ensure that all persons associated with the Consultant or otherwise performing services in connection with this agreement comply with this sub-clause; and

(V) within three months of the date of this agreement, and at any time thereafter on reasonable request, confirm in writing to the Client their compliance with this sub-clause and supply such supporting evidence as the Client may reasonably request.

(l) The Consultant shall:

(I) not engage in any activity, practice or conduct which would constitute either:

- a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or

- a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;

(II) comply with the Client's policies on anti-tax evasion and any relevant industry codes, in each case as updated from time to time;

(III) promptly report to the Client any request or demand from any third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, or any suspected tax evasion offences or facilitation offences, whether under UK law or the law of any foreign country, in connection with the performance of this agreement;

(IV) ensure that all persons associated with the Consultant or otherwise performing services in connection with this agreement comply with this sub-clause; and

(V) within three months of the date of this agreement, and at any time thereafter on reasonable request, confirm in writing their compliance (and that of all associated persons) with this sub-clause and supply such supporting evidence as the Client may reasonably request.

(m) Breach of sub-clause (k) or (l) may result in the immediate termination of this agreement.

4. FEES

(a) In consideration of the provision of the Consultancy Services, the Client shall pay the Consultant the fees set out below, plus VAT where applicable. The fees payable in respect of each Deliverable are:

________

The Consultant shall be entitled to payment only upon the completion of a Deliverable to the Client's reasonable satisfaction. The Consultant shall submit invoices, in each case, within ________ of completion of a Deliverable to the reasonable satisfaction of the Client. Each invoice shall set out the Consultancy Services provided, the dates on which they were provided, and the fee payable (plus VAT, if applicable).

(b) The Client shall pay each undisputed invoice within ________ days of receipt.

(c) Where the Consultant owes any sum to the Client, such sum may be deducted from the fees (and any other sums) due to the Consultant.

(d) Full or part payment of any fees or expenses shall be without prejudice to the Client's rights under this agreement, or its right to bring any claim against the Consultant in respect of the provision of the Consultancy Services.

5. PAYMENT

(a) The Client shall pay the fees by bank transfer to the Consultant's nominated bank account, the details of which are:

________

(b) If the Consultant wishes to change the nominated bank account, the Consultant shall notify the Client in writing, giving at least two (2) weeks' notice prior to the invoice to which the change relates. The Consultant shall use reasonable endeavours to maintain the same payment method throughout the Engagement.

6. DATA PROTECTION

(a) The Client will collect and process the Consultant's personal data in accordance with its privacy notice, a copy of which is available to the Consultant on request.

(b) For the purposes of the Data Protection Legislation, the parties acknowledge that the Client is the controller and the Consultant is the processor in respect of any personal data processed by the Consultant on behalf of the Client.

(c) Each party shall comply with its obligations under the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

(d) The scope, nature and purpose of the processing by the Consultant, the duration of the processing, the types of personal data and the categories of data subject are:

________

(e) The Consultant shall, in relation to any personal data processed in connection with the Engagement:

(I) process that personal data only on the documented written instructions of the Client, unless required by applicable law to process it otherwise;

(II) comply with the Client's data protection policy;

(III) ensure that any personnel authorised to process the personal data are subject to a duty of confidentiality;

(IV) not transfer any personal data outside the UK without the prior written consent of the Client and the implementation of appropriate safeguards;

(V) assist the Client, at the Client's cost, in responding to any data subject request and in ensuring compliance with its obligations under the Data Protection Legislation in relation to security, breach notifications, data protection impact assessments and consultations with supervisory authorities;

(VI) notify the Client without undue delay on becoming aware of a personal data breach;

(VII) at the written direction of the Client, delete or return all personal data (and any copies) to the Client on termination of the Engagement, unless required by applicable law to retain it; and

(VIII) maintain complete and accurate records and information to demonstrate compliance with this clause and allow for, and contribute to, audits by the Client or the Client's designated auditor.

(f) The Consultant shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

(I) pseudonymising and encrypting personal data;

(II) ensuring the ongoing confidentiality, integrity, availability and resilience of its systems and services;

(III) ensuring that the availability of, and access to, personal data can be restored in a timely manner after an incident; and

(IV) regularly assessing and evaluating the effectiveness of the measures it adopts.

(g) The Consultant shall not appoint any third-party processor of personal data under this agreement without the prior written authorisation of the Client.

(h) The Consultant shall indemnify the Client against all losses, liabilities, costs (including reasonable legal costs), damages and expenses resulting from any breach by the Consultant of the Data Protection Legislation, and shall maintain in force full and comprehensive Insurance Policies.

7. INTELLECTUAL PROPERTY

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(b) The Consultant shall:

(I) promptly disclose to the Client in writing the full details of any Invention upon its creation;

(II) keep confidential the details of all Inventions;

(III) promptly deliver to the Client all correspondence, papers, records and documents on all media (and all copies or abstracts of them) recording or relating to any part of the Works and the process of their creation which are in the Consultant's possession, custody or power, on request and, in any event, on the termination of the Engagement;

(IV) not register, or attempt to register, any of the Intellectual Property Rights in the Works or any Inventions unless requested to do so by the Client; and

(V) take the steps reasonably needed to give effect to the assignment and licences in clause 7(a).

(c) The Consultant warrants to the Client that:

(I) they have not granted, and will not grant, rights inconsistent with the assignment or licences under clause 7(a);

(II) any known third-party rights affecting the agreed use have been disclosed before the relevant material is included; and

(III) the Client's use of the Works or the Intellectual Property Rights in the Works will not infringe the rights of any third party.

(d) The Consultant is responsible for reasonably foreseeable loss caused by its breach of the warranties in this clause. The Client must notify it promptly of any claim, take reasonable steps to mitigate loss and allow reasonable participation in the defence. No indemnity covers the Client’s unauthorised modifications or use outside the agreed licence. A deduction from fees requires an agreed or finally determined amount and must be lawful.

(e) The Consultant irrevocably waives all moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright, Designs and Patents Act 1988, including any right of attribution and the right to object to false attribution, and undertakes not to bring, support or maintain any action or claim to the effect that any treatment, exploitation or use of the Works infringes their moral rights.

(f) At the Client's expense, the Consultant shall execute all documents, make all applications, give all assistance and do all acts which the Client may reasonably consider necessary or desirable to vest the Intellectual Property Rights in, and register them in the name of, the Client, and to defend the Client against claims that the Works or Inventions infringe the rights of third parties, at any time during or after the Engagement.

(g) If further documents are reasonably required to implement this clause, the Consultant will sign or procure them promptly under clause 7(f). This agreement grants no power of attorney.

8. INSURANCE AND LIABILITY

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Nothing in this agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited. A company representative does not assume a personal guarantee merely by signing on the company’s behalf.

(b) The Consultant shall ensure that the Insurance Policies are placed with reputable insurers approved by the Client, and that the Client approves the level of cover and the terms of the insurance.

(c) The Consultant shall, on request, provide the Client with copies of the Insurance Policies and evidence that the relevant premiums have been paid.

(d) The Consultant shall inform the insurers of the Client's interest and ensure that it is noted on the Insurance Policies.

(e) The Consultant shall at all times comply with the terms and conditions of the Insurance Policies. The Consultant shall promptly notify the Client if any cover lapses, is not renewed, or is changed in any material way, or if the Consultant becomes aware of any circumstance which may have such an effect.

9. TERMINATION

(a) Notwithstanding the provisions of clause 2, the Client may terminate the Engagement with immediate effect and shall have no liability to make any further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time the Consultant:

(I) commits any serious or repeated breach or non-observance of any of the provisions of this agreement, or refuses or neglects to comply with the Client's reasonable and lawful directions;

(II) is, in the Client's reasonable opinion, negligent or incompetent in the performance of the Consultancy Services;

(III) is convicted of any criminal offence (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

(IV) is declared bankrupt or makes any arrangement with or for the benefit of their creditors, or has an administration order made against them;

(V) dies or, by reason of illness or incapacity, is unable to provide the Consultancy Services for an aggregate period of ________;

(VI) commits any fraud or dishonesty, or acts in any manner which, in the Client's reasonable opinion, is likely to bring the Consultant or the Client into disrepute or is materially adverse to the interests of the Client;

(VII) commits a material breach of any of the Client's policies and procedures;

(VIII) commits any offence under the Bribery Act 2010; or

(IX) commits the offence of facilitating UK tax evasion under section 45(1), or the offence of facilitating foreign tax evasion under section 46(1), of the Criminal Finances Act 2017.

(b) The Client's rights under sub-clause (a) are without prejudice to any other right it may have to terminate the Engagement or to treat any breach of this agreement by the Consultant as a repudiatory breach. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of those rights.

(c) On termination of the Engagement, however arising, the Consultant shall immediately deliver to the Client all Client Property, Works, Inventions, Deliverables and Confidential Information in their possession or control.

10. CONFIDENTIALITY

(a) The Consultant acknowledges that in the course of the Engagement they will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this clause.

(b) The Consultant shall not (except in the proper course of their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

(I) any use or disclosure authorised in writing by the Client or required by law, by a court of competent jurisdiction or by any regulatory or governmental body; or

(II) any information which is or becomes available in the public domain otherwise than through the Consultant's unauthorised disclosure.

(c) The Consultant shall, on request and in any event on the termination of the Engagement, return to the Client all Client Property and all documents and materials (and any copies) containing Confidential Information that are in their possession or control.

(d) The obligations in this clause shall continue to apply after the termination of this agreement without limit in time.

11. STATUS

(a) The parties intend an independent business relationship. The actual arrangements determine employment and tax status. Nothing in this agreement removes statutory employment rights or overrides a legally required tax assessment, deduction or payment.

(b) Each party remains responsible for taxes and contributions allocated to it by law. The Consultant will reimburse the Client only for a tax liability legally recoverable from the Consultant and caused by the Consultant’s breach of its own obligations, subject to the following limits:

(I) no reimbursement is due for liabilities, penalties or interest caused by the Client’s own breach, or for amounts that the law requires the Client to bear; and

(II) there is no indemnity for bringing an employment-status or statutory-rights claim. A competent court or tribunal’s decision and mandatory law take precedence.

(c) Any deduction must be lawful and limited to an agreed or finally determined amount.

12. NOTICES

(a) Any notice given under or in connection with this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or by email to the relevant party at the address (or email address) specified in this agreement, or as otherwise notified in writing.

(b) Any notice shall be deemed to have been received:

(I) if delivered by hand, at the time the notice is left at the proper address;

(II) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; and

(III) if sent by email, at the time of transmission, or, if this falls outside business hours, when business hours resume.

(c) Where deemed receipt would occur outside business hours at the place of receipt, receipt shall be deferred until business hours resume. For the purposes of this clause, business hours means 9.00 am to 5.00 pm on a Business Day at the place of receipt. This clause does not apply to the service of any proceedings or other documents in any legal action.

13. ENTIRE AGREEMENT

(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all earlier and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that, in entering into this agreement, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

(c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.

14. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15. COUNTERPARTS

(a) This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.

(b) No counterpart shall be effective until each party has executed and delivered at least one counterpart.

16. THIRD-PARTY RIGHTS

(a) No person other than a party to this agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

(b) The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

17. GOVERNING LAW

(a) This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

18. JURISDICTION

(a) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

Signed for and on behalf of the Client:

Signature: ______________________

Name: ________

Position: ________

For and on behalf of ________

Date: ________

Signed by the Consultant:

Signature: ______________________

Name: ________

Date: ________