Contract

The Contractor (UKQMS) is an independent contractor willing and able to provide such services for the period of this Agreement.

NOW IT IS AGREED AS FOLLOWS:

Services  (Summary – UKQMS is skilled to deliver the service using its skills and capabilities)

The Contractor will faithfully and diligently provide services (“the Services”) in connection with the Client’s Project (“the Project”) or other requirements.

The Contractor will provide the Services from the Project commencement date referred to in Schedule 1 (“Project commencement date”) until this Agreement is terminated in accordance with the provisions for notice clause contained later in this agreement.  The duration of the provision of the Services in connection with the Project is set out in Schedule 1.

The Contractor offers specialist services and expertise and therefore the Contractor will determine how it shall perform the Services to meet the needs and satisfaction of the Client.

The Client agrees that it shall not have the right to control or direct the Contractor in how to perform the Services. The Contractor will use its best endeavours to agree with the Client where the Services are to be performed and what hours are to be worked on the Project

on the Client’s premises or elsewhere.

In performing the Services, the Contractor will use the skills and abilities of the personnel defined in Schedule 1 but for the avoidance of doubt, it will have the ability to use other personnel with suitable skill and expertise by way of substitution (referred to hereafter as “substitutes”) and the Client shall have the right to refuse such substitute personnel should they not have such suitable skills and expertise.

Throughout the term of this Agreement, the Contractor shall, when required by the Client provide such written or oral advice or information regarding any of the Services as it may reasonably require.

The Contractor is not obliged to accept any repeat business from the Client and the

Contractor agrees that the Client is under no obligation to treat the Contractor as a preferred person for repeat business. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of Services.

Financial (Summary: Terms of payment and clarification that expenses if needed are pre-agreed)

Fees

In consideration of the Services provided by the Contractor, the Client shall pay to

the Contractor fees at the rate set out in Schedule 1.

The Contractor acknowledges and accepts that if the Client decides not to proceed with the Project for whatever reason before the Contractor begins to provide the Services (at the Client’s premises or elsewhere), no fees will be due from the Client to the Contractor.

In the event that at any time after the Project commencement date, the Contractor is not able or willing for whatever reason to continue to provide the Services, the Client will not be required to pay to the Contractor any further fees or other sums (whether by way of compensation or otherwise) beyond the days its personnel (or substitutes) have already worked on the Project.

Where appropriate, or as required by the client, the Contractor will provide timesheets in respect of each person to show the days that have been worked by each person provided by the Contractor to the Client.

Expenses

If in connection with providing the Services, the Contractor properly incurs any necessary and reasonable expenses (beyond the travel and hotel expenses to the clients site which are within the monthly fee), it shall claim reimbursement thereof from the client by the provision of the reclaim appearing at cost on the invoice presented by the Contractor.

The Contractor acknowledges and accepts that the client shall have no liability to it in respect of any such expenses unless agreed with the Client before the expenses are incurred.

Payment Terms

The Contractor will submit invoices to the Client in respect of its fees and any expenses at the end of the worked month. The Client will pay such invoices by electronic transfer to the Contractor’s designated bank account as per the terms stated in the Project Schedule.

The client will pay the remitter bank charges, however all recipient bank charges are the responsibility of the Contractor.

The Contractor agrees that all its invoices submitted will be supported by the appropriate authorisation duly signed by the authorised representative of the Client identified in the Project Schedule.

The Client shall not be obliged to pay any fees to the Contractor unless the appropriate authorisation and invoice have been properly submitted by the Contractor

Late Payment Penalty Terms

Should the Client fail to pay within the period of the payment terms, UKQMS will charge late payment interest terms at the rate of 10% of the due monies for every week that the Client is late. This interest will apply for any late payments that are 30 days or more late to the payment terms stated in this contract.

Status and Indemnification

The Contractor warrants and represents to the Client that it is an independent contractor and, as such, bears sole responsibility for the payment of any tax and national insurance contributions which may be due from it in relation to any payments or arrangements made under this Agreement in connection with the Services and further, the Contractor agrees to indemnify the Client in respect of all and any tax and national insurance contributions which may be found due from the Client on any payments or arrangements made under this Agreement together with any interest, penalties or gross-up thereon, arising from the actions of the Contractor.

Confidentiality (Summary: confidentiality for the customers products, services etc)

The Contractor will not (and shall procure that the personnel identified in Schedule 1 and/or any substitutes shall not) disclose or use or cause to be disclosed or used, at any time during or subsequent to this Agreement, any secret or confidential information of (i) the client, (ii) any of the customers of the Client or of any associated company of the Client, except as required by the Client in connection with the Contractor’s performance of this Agreement or as required by law. Secret or confidential information includes (without limitation) all and any information about business plans, maturing new business opportunities, research and development projects, product formulae, processes, inventions, designs, discoveries or know-how, sales statistics, marketing surveys and plans, costs, profit or loss, prices and discount structures, the names, addresses and contact details of customers and potential customers or suppliers and potential suppliers (whether or not recorded in writing or held on electronic media. On the termination of this Agreement all confidential information in written form (including that held on electronic media) will be returned forthwith by the Contractor to the Client (as appropriate).

The Contractor will not in any circumstance deal in any shares or securities of the Client (or any holding company, subsidiary or associated company of the Client) without the prior written permission of the Client; nor shall the Contractor advise or otherwise influence any other party or parties to deal in such shares and/or securities if the Contractor has gained information (whether deliberately or accidentally) which could be described as “insider information” (or similar).

Liability (Summary: what we insure)

Other than in respect of the proper payment of the Contractor’s fees, the Client shall not be liable to the Contractor in respect of losses suffered or incurred by it arising out of or in connection with the provision of the Services in relation to the Project.

If however, for whatever reason, any liability shall be found to attach to the Client, any damages or other sums payable shall be limited to the amount of any fees already paid to the Contractor by the Client as at the date such liability arises.

The Contractor acknowledges and accepts that it shall be responsible for taking out full and proper insurance cover (including, were applicable, inter alia, cover for professional indemnity, public liability, motor and equipment) in connection with its provision of the Services.

At all times, the client shall have the right to determine what shall be the appropriate level of insurance cover as referred to above and shall have the right to inspect such insurance policies as are taken out by the Contractor from time to time.

If for whatever reason, the Client is dissatisfied with the level or type of insurance cover taken out by the Contractor, the Contractor shall increase or amend such cover within a period of three days as directed by the Client. If the Contractor shall fail to do so to the Client’s satisfaction within the aforesaid three day period, the Client shall have the right to terminate this Agreement forthwith and without further notice (and without any further payment to the Contractor other than in respect of any days already worked in connection with the project).

The Contractor shall be liable for any loss, damage or injury to any party or parties the Client, or their officers, servants or agents resulting from its negligent acts or omissions during the provision of the Services (including the negligent acts or omissions of any of the personnel identified in Schedule 1 and/or any substitutions) and shall indemnify and keep indemnified against any claim or claims made by the Client and/or by any other party or parties in relation to such negligent acts or omissions.

The Contractor shall not be liable directly or indirectly for any non-conformity of the Client’s products or for any damage to any of the Clients equipment or machinery.

Termination (Summary: how the arrangement may cease)

The Client may by written notice terminate this agreement with immediate effect and

without liability if the Contractor:-

1. shall for any reason prove unsatisfactory to the Client; or
2. shall have been in breach of any term of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied by the Contractor within seven days of receipt by the Contractor of a written notice from THE CLIENT specifying the breach and requiring its remedy; or
3. shall have refused or failed within a reasonable time to provide anyone or more of the Services after being instructed in writing by the Client to do so; or
4. the personnel identified in Schedule 1 (and/or substitutes) shall have conducted themselves in any manner which in the opinion of the Client has brought or is likely to bring the Client into disrepute or has or is likely to impair the Contractor’s ability to provide any of the Services to the Client or to do so in any manner or at any time which shall reasonably be required of the Contractor.

This Agreement shall automatically terminate forthwith in the event that:

1. the Client, or the Contractor passes a resolution or has an Order made for its winding-up other than for the purpose of re-construction or amalgamation; or
2. a receiver or administrative receiver is appointed over all or any of the property or assets of the Client,  or the Contractor; or
3. an application is made for the appointment of an administrator (as defined in the Insolvency Act 1986) of the Client, or the Contractor; or 
4. the Client, or the Contractor becomes unable to pay its debts within the meaning of Section 123 (2) of the Insolvency Act 1986.

This Agreement will terminate on the project end date unless terminated earlier by the Client or the Contractor by either giving to the other not less than four weeks written notice, unless it is acceptable to both parties for a shorter notice period of notice. 

Scope of the agreement (Summary: Bound by the scope of this document)

Entire Agreement

This Agreement (together with any Pre-Contract Agreement previously entered into between the Client and the Contractor) contains the entire agreement of the Client and the Contractor. Any variation or addition to its terms (including Schedule 1) shall only be effective if agreed in writing by both parties.

Law and Jurisdiction

The Client and the Contractor acknowledge and accept that this Agreement shall be construed and interpreted in accordance with the Laws of England and Wales and both agree to submit to the exclusive jurisdiction of the English and Welsh Courts in the event of any dispute.