Consultancy Project Agreement
Date of this agreement: [xx/xx/xxxx]
This agreement is between: [consultant's name]
Of: Internet Consulting
369 High Street
And: [client business name]
Whose head office is at:[full business address & postcode]
[Minimum one paragraph overview of the clients business and main activities]
Purpose and Objectives
This agreement is for the supply of technical and professional services by the Consultant to the client for [Minimum one paragraph overview stating the clear purpose for this project]
Terms of Reference - Work Programme (Key stages)
[Minimum one paragraph overview stating what will actually be achieved by this project]
The project consists of [x] key stages as follows:
Stage 1 [Specify aims / expected outcomes] [no] Days
Stage 2 [Specify aims / expected outcomes] [no] Days
Stage 3 [Specify aims / expected outcomes] [no] Days
Stage 4 [Specify aims / expected outcomes] [no] Days
Duration of the Consultancy
The work to be undertaken as specified in the work programme will require a total of [xx] working days. It is anticipated that the Consultancy will commence on [date] for completion by [date].
The fee for undertaking this Consultancy is [xx] days @ £[xxx] per day giving a total of £[xxx.
All fees are payable fourteen (14) days after the end of the month in which the work has been completed. Where a project extends beyond a calendar month payment will be made fourteen (14) days after the end of each calendar month for the duration of the project.
AGREEMENT TERMS & CONDITIONS
1.1 "Consultant" means Brian Thorneycroft trading as Internet Consulting whose office is at 369 High Street, West Bromwich, West Midlands, B70 9QL
1.2 "Client". Means ---------------------------(Company/Organisation name and address)
1.2 "Intellectual Property" means all or any intellectual property rights generated in the course of the Project Services including all copyright, rights in computer software, design right (whether registered or unregistered), know-how and patents or trademarks or any applications for any of the foregoing.
1.3 "Project Services" means all technical and professional services provided in carrying out the Work
1.4 "Working Day" means a minimum period of 7 hours or two half days of a minimum period of 3.5 hours in each such half day and shall exclude travelling time.
1.5 "Work Programme" means that work programme set out in Schedule 1.
2. CONTRACT TERMS
2.1 This Agreement is to be construed for all purposes as a contract for the supply of services between the Consultant and the Client
3. PROJECT MANAGEMENT
3.1 The performance of the Agreement will be managed by [ ].
4.1 The duration of this Agreement shall be in accordance with the commencement and completion dates set out in the Work Programme.
5.1 The fees due to the Consultant in respect of the services provided under the terms of this Agreement will accrue on a daily basis.
6.1. The fees are payable as laid out in the agreement.
6.2 All prices quoted are exclusive of VAT which (if applicable) will be paid for by the Client in addition.
6.3 The time of payment will be of the essence of the contract.
6.4 If the Client fails to pay by the stipulated date Internet consulting will charge interest from the date payment was due. The rate of interest shall be 4% above HSBC plc base rate in existence from time to time.
6.5 The Client shall not be entitled to any set off against any monies due to the Consultant or any other arrangement.
7. FAILURE TO PAY, CANCELLATION AND DEFERMENT
7.1 If there shall be an intervening event the Consultant may within a reasonable time thereafter defer or cancel any services and treat the contract as terminated, without prejudice to the Consultant's rights for the full purchase price to the services performance and damages for any loss suffered as a consequence of such termination.
7.2 An intervening event shall be any of the following:
7.2.1 failure by the Client to make any payment when it becomes due;
7.2.2 breach by the Client of any of the terms of the contract;
7.2.3 the Client's proposal for or entry into any composition or arrangement with creditors;
7.2.4 the presentation against the Client of any petition for a bankruptcy order, administration order, winding-up and/or similar process;
7.2.5 the appointment of an Administrative Receiver or Receiver in respect of the business or any part of the assets of the Client;
7.2.6 the Consultant forming the reasonable opinion that the Client has become or is likely in the immediate future to become unable to pay his debt (adopting in the case of the Consultant, the definition of that term set out in Section 123 of the Insolvency Act 1986).
7.3 Cancellation of the contract by the Client will only be accepted at the discretion of the consultant and that any costs or expenses incurred by the Consultant up to the date of cancellation and/or loss or damage resulting to the Consultant by reason of such cancellation will be paid by the Client forthwith.
8. INTELLECTUAL PROPERTY
8.1 Rights to any intellectual property including copyright, patents, registered designs and design right shall become the property of the Client upon full and final settlement of all fees relating to the project, pursuant to clause 6, except for the avoidance of doubt where such property is held by or registered in the name of the Consultant before the commencement of the project, or is voluntarily assigned by the Client to the Consultant, or where an alternative arrangement is agreed in writing by both parties.
8.2 The Client shall pay the costs of protecting such Intellectual Property as shall become his property pursuant to clause 8.1.
9. LIMITATION OF LIABILITY
9.1 Except as set out below, the Consultant will not be liable to the Client under any circumstances for any loss, damage, liability or proceeding arising out of any consultancy advice or services provided by the Consultant to the Client.
9.2 The Consultant will be liable for death or personal injury resulting from the negligence or wilful default of the Consultant. This liability is unlimited.
9.3 The Consultant will be liable for any damage to the property of the Client. This liability is limited to (£x) per occurrence or series of connected occurrences.
9.4 The Consultant will be liable for any breach of contract or any negligent act or omission but excluding any claim for any product recall, loss of production, loss of profits, loss of goodwill or any other type of special, indirect or consequential loss or damage. This liability is limited to the amount paid by the Client to the Consultant, net of VAT if applicable.
9.5 Claims under clause 9.2 or 9.3 shall not be restricted by clause 9.4.
10. LAW OR ARBITRATION
10.1 This Agreement will be governed by English law.
10.2 All disputes arising shall be finally settled under the rules of the Conciliation and Arbitration of the International Chamber of Commerce. Arbitration shall be in Birmingham before a single arbiter.
11.1 If any provision of this contract is or becomes illegal, void or unenforceable for any reason, the validity of the remaining provisions shall not be affected.
11.2 Failure by the Consultant to enforce strict compliance with the terms of this contract will not constitute a waiver of any of the provisions of any of the terms of this contract.
11.3 In accepting this Project Agreement [business name] understands and agrees that all invoices applicable to this project submitted to them by the consultant shall be paid within a maximum of 14 days of the date of that invoice.
Signed by [Consultant] on behalf of [Consultancy Practice]
Signature: .......................................................... Date: ..................................................................
Signed by [name] on behalf of [Client Business Name]
I accept this Project Agreement