PARTIES

Our working relationship will commence when you accept and sign the Welcome Pack either electronically or by downloading, signing and sending via email. 

SERVICES 

  1. The services to be provided are outlined in the Welcome Pack, but are not limited to the tasks mentioned therein.  It is natural for these services to change and morph with our relationship and can be amended by mutual agreement by email or by issuing an addendum to the Welcome Pack.
  2. The fee is set out in the Welcome Pack. General expenses are included in the fee, but any ongoing, additional out of pocket expenses will always be agreed and discussed in writing before incurring.
  3. Quality standards that are unique to the project are set out in the Welcome Pack.
  4. Unless otherwise specified in the Welcome Pack, the work is entirely undertaken at my premises.  When asked to travel to other premises, travel time and travel expenses will also be separately chargeable.

BASIS OF AGREEMENT

  1. Services are provided on a ‘business-to-business’ basis. 
  2. The person named in the Welcome Pack will be my main contact and has the authority to agree payments and work parameters.
  3. The primary provider of Services will be identified in the Welcome Pack.
  4. I carry professional indemnity insurance of which I will set out the amount in the Welcome Pack form. You can ask me for a copy of my current certificates of cover and policy terms.

TIMING AND STANDARD OF PROVISION OF SERVICES

  1. I will use my reasonable endeavours to deliver Services as we agree throughout our contract. I will let you know if I expect that deadlines may not be met. Our Welcome Pack will outline additional hours that you are comfortable with during any month for use when necessary, and how we will agree additional hours if we agree to such an arrangement.
  2. My ability to meet timetables depends on your giving me access on time to all the information or resources I need from you.
  3. My normal working hours are outlined in the Welcome Pack.

FEES, PAYMENTS AND EXPENSES

  1. Fees are chargeable in accordance with the Welcome Pack.  Where applicable (UK or EU clients exclusively) VAT will be charged at the appropriate rate.  Additional expenses are charged as described in the Welcome Pack.

  2. Payment is arranged by bank monthly standing order or PayPal recurring payment that ensures we are both secure that payment is made on time each month.
  3. I shall deduct and pay over to HMRC any tax and national insurance that may be required under any tax obligation imposed on me. If you are involved in a dispute with your tax authority over who should be paying such tax, I will produce the relevant receipts and paperwork to help you reduce or resist the demand.

OWNERSHIP OF WORK/COPYRIGHT ASSIGNMENT

  1. The Rights in work done under this Agreement will be yours, as payment of my fees always ensure that the Rights of any work carried out belongs to you. This will not include the Rights to any templates or structures or methodologies that I used to create your material.
  2. You promise not to breach any third-party copyright rights in sending me material to work on. You promise not to use any confidential or restricted information that belongs to someone else in the work we do together.
  3. I will keep full records of the work that I have done for you and the contacts I have made with people on your behalf. Where necessary we will share these records, or log them into your systems.
  4. I will not access, use, copy, distribute, publish or adapt any part of any information, data or documents created uniquely for you, for my own or any other person’s benefit or purposes.

POLICIES AND PROCEDURES

  1. Resolving problems:  If there is anything about your project that is not going as you want, or if you have any query or complaint, please speak to me straight away.
  2. Health and Safety: When working at my own premises, I am responsible for my own health and safety.
  3. Any further specific requirements must be specified in the Welcome Pack.

CONFIDENTIAL INFORMATION

  1. Your information and my confidentiality: You may need to share confidential Information with me.  It may be business information or information about individuals (which is also covered in clause 9 below).  I will only use confidential Information that you send me to perform the services set out in the Welcome Pack or if I am required to disclose it by law.  I may keep some confidential information to keep a record of what I did for you.  I will keep information in line with my Data Retention Policy (which can be found in my Privacy Policy).

data protection and gdpr

  1. I will process your own personal data in line with my Privacy Policy. A link to my Privacy Policy can be found here.

  2. While processing personal data in the provision of Services, I will be acting as ‘data processor’ for you, and you are the ‘data controller’.

  3. I am a registered Data Protection Controller (ICO Registration: ZA488147)

  4. Further data protection and GDPR measures will be outlined in the Welcome Pack.

  5. Information is held securely and backed up in accordance with UK Data Protection Laws, including GDPR. I use ISO 27001 compliant cloud storage.

restriction and limitation

  1. Indemnity: You will indemnify me against any fines, costs, expenses, losses or other harm that comes to me from following any unlawful instruction or instruction to act in an unlawful way that was given by you.
  2. There shall be no personal liability of any of my principals, directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of services.
  3. I shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
  4. Nothing on this page shall be interpreted as excluding or restricting any legal liability on me or others where liability cannot legally be excluded or restricted.

Termination

  1. Either party may end an Agreement by giving one month’s notice in writing.  Notice shall be given by email to the address used on the most recent Welcome Pack unless a new email address has been notified by either party. 

  2. Termination of our agreement shall not affect rights and obligations already accrued prior to termination.

  3. Any work done after termination of a Welcome Pack or our agreement will be charged at the normal hourly rate.

definitions and law

The following words or phrases have the meaning set out below.

“Welcome Pack” an agreement that I will supply Services on specified occasions and/or with a specified outcome as set out in a Welcome Pack Form or in a formal proposal.

“Confidential Information” all information:

  • that I discover because of or through my connection with you; and
  • which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors).

However, “Confidential Information” does not include information that is openly published by you, or information that is publicly available without breach of my confidentiality obligation.

“Data Processing Form” the Form included in the Welcome Pace completed with the framework of the processing of personal and other data.

“including” the word “including” shall not imply any limitation on the generality of the concept or thing of which examples are being given.

“Personal data” information about identifiable living individuals.

“Processing” when applied to personal data, the term ‘processing’ means any operation applied to the data, including collecting, organising, storing, altering, retrieving, using, sharing and deleting it or any part of it. “Project Agreement”     the agreement comprised in a Welcome Pack and these Terms.

“Project Agreement” the agreement comprised in a Welcome Pack and these Terms.

“Rights” includes:

  • intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and
  • the right to apply for or register any such protection, and
  • all rights relating to trade secrets and other unpublished information.

“Services” the work to be supplied or the outcomes to be achieved by me, as set out in a Welcome Pack.

“3rd Party Data” personal data about an individual other than you.

“You” refers to the person, firm or organisation for whom Services will be performed by me.

“I” and “me” refers to the person, firm or organisation agreeing to provide Services.

Law and jurisdiction: All Project Agreements are governed by English law and subject to the exclusive jurisdiction of the English courts.