Agreement Date and Parties
The date of this Agreement is [Day] of [Month], 20[Year] (the “Signing Date”).
This is an agreement between:
- [Client Company Name] with its registered office at [Registered Office Address] (“Client” in this Agreement); and
- [Consultancy Company Name] of [Registered Office Address] (“Consultancy” in this Agreement).
- 2.1 The Client engages the Consultancy to provide the services described in the Schedule in accordance with this Agreement (“Services” in this Agreement). The Consultancy’s obligations to provide the Services shall be carried out by [Name] or any substitute provided as set out in this Agreement (“Consultant” in this Agreement).
- 2.2 This Agreement will continue for the Term. The Term starts on the Signing Date (at the beginning of this Agreement) and will continue until it ends as set out in the Schedule, unless ended earlier under clause 10.
- 3.1 During the Agreement:
- 3.1.1 the Consultancy will (and will ensure that the Consultant will) provide the Services carefully and skilfully as best they can and in a first class professional way;
- 3.1.2 the Consultancy will (and will ensure that the Consultant will) meet the Client’s reasonable expectations by providing the Services during the professional hours of the Client on week days (excluding public and bank holidays);
- 3.1.3 the Consultancy will (and will ensure that the Consultant will) reply as soon as possible to any reasonable request from the Client’s board of directors for information and reports in connection with the Services;
- 3.1.4 the Consultancy will tell the Client as soon as it reasonably can if the Consultancy is unable to provide the Services or complete any part the Services for any reason;
- 3.1.5 the Consultancy will try to ensure that the Consultant is available at all reasonable times (as long as the Consultancy is given reasonable notice in advance) to provide any assistance or information the Client in relation to the Services;
- 3.1.6 neither the Consultancy nor the Consultant will incur any expense on the Client’s behalf, or give the impression it or the Consultant is allowed to do so, unless the Client specifically tells the Consultancy to do so in writing;
- 3.1.7 the Consultancy will (and will ensure that the Consultant will) comply with all reasonable standards of safety and with the Client’s written health and safety procedures, at the place where the Services are provided, and report any unsafe working conditions or practices to the Client;
- 3.1.8 the Consultancy will (and will ensure that the Consultant will) comply with all applicable laws about anti-bribery and anti-corruption including the piece of legislation known as the Bribery Act 2010, and also with any of the Client’s ethics policies or data protection policies that the Consultancy is made aware of; and
- 3.1.9 the Consultancy will make sure that all the Consultant’s work is original and does not infringe anybody else’s rights and that nothing the Consultancy or the Consultant does will be unlawful or infringe anybody else’s rights of data or privacy, or be obscene, or damage anybody’s reputation in a way that the law judges to be defamatory.
- 3.2 Neither the Consultancy nor the Consultant are subject to the control, direction, management or supervision of the Client as to the way in which the Services are to be delivered or the place of delivery. The Consultancy and the Consultant is a professional who will decide the way in which the Services are delivered provided that in doing so the Consultancy and the Consultant shall co-operate with the Client and comply with all reasonable and lawful requests of the Client.
- 3.3 The Consultancy may provide the Services from such locations as are appropriate in the Consultancy’s judgment. It is anticipated that the Services will be provided from the Client’s main place of business.
- 3.4 The Consultancy shall not be required to provide any advice and assistance in addition to the Services. Any requests to provide any additional advice and assistance shall be agreed by the Consultancy before the advice or assistance is provided, including the fee payable for such additional advice and assistance. The details of any new fee arrangements between the Consultancy and Client shall be agreed in writing and the Schedule shall be amended to show that agreement.
- 3.5 The Consultancy shall not (and shall ensure that the Consultant does not) introduce or pass on to the Client any software viruses, Trojan horses, time bombs, logic bombs, trap doors, cancelbots or any other computer code, files or programmes that may cause any harm to or affect the Client’s systems, or any device, software, system or telecommunications equipment used by the Client.
- 3.6 The Client shall not have to offer the Consultancy any work during or after this Agreement and the Consultancy shall not have to accept any offer of work made by the Client. The Consultancy is not obliged to make its services available except for the performance of its obligations under this Agreement. Neither party wishes to create or imply any mutuality of obligation between themselves.
- 3.7 The Consultancy shall provide at its own cost all equipment as is necessary for the satisfactory performance of the Services by the Consultant. If the Consultancy or the Consultant are provided with equipment by the Client, the Consultancy shall be responsible for looking after the equipment. If any equipment is lost or damaged while the Consultancy or the Consultant is responsible for it, the Consultancy shall pay the cost of any necessary repairs or replacement.
- 3.8 The Client will collect and process data about the Consultant in accordance with the privacy notice provided to the Consultant or the Consultancy, or which is available on [Insert details of where the privacy notice will be available to consultants, e.g. on the intranet].
- 3.9 The Consultancy will and will ensure that the Consultant will comply with the Client’s data protection policy and any other policies that apply to the processing of data, including in relation to criminal records information, internet, email and communications, information security and bringing the Consultancy’s own device.
- 3.10 In addition to the general obligations of the Consultancy under clause 3.6, the Consultancy will and will ensure that the Consultant will:
- 3.10.1 co-operate fully with the Client to allow the Client to comply with all of its obligations under applicable data protection legislation;
- 3.10.2 implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of personal data (in each case as defined in applicable data protection legislation) and against accidental loss and destruction of or damage to personal data;
- 3.10.3 process any personal data disclosed to the Consultancy by or on behalf of the Client only:
- (a) for the purposes of providing the Services; and
- (b) for the purposes for which that personal data was obtained and is processed by the Client;
- 3.10.4 provide evidence straightaway of the Consultancy’s compliance with his/her obligations under clause 3.9 and 3.10 as the Client may from time to time reasonably request;
- 3.10.5 straightaway on receiving notice from the Client, take all appropriate action to enable the Client to comply properly with any request from a data subject in relation to access to and/or rectification or erasure of personal data; and
- 3.10.6 immediately notify the Client of any data breach relating to personal data about which the Consultancy become aware.
- 3.1 During the Agreement: