Consulting Services Terms and Obligations

1.1 Supplier obligations

During the Term the Supplier shall ensure that their Consultant shall:

(a) at all times reasonably devote such time, attention and abilities to the Client's business as may be necessary for the proper provision of the Services;

(b) Faithfully and diligently carry out all agreed Services for the Client;

(c) provide the Services and take all reasonable steps to comply with any timetable or other targets for progress or delivery or completion of the Services agreed in writing between the parties;

(d) immediately on commencing work, become acquainted with the specific rules governing the activities and conduct of people authorised to enter Client premises, especially with reference to security, safety and fire precautions.

(e) The Supplier will on client request supply all necessary software and equipment necessary to allow its consultant to perform the service described in Schedule 1 and warrants that it is technically capable of fulfilling its function and is virus free.. The Services can be performed at an alternative location where the Supplier and the Client agree that this is appropriate.

(f) be responsible for ensuring that any Consultants provided are and remain adequately qualified to perform the Services, and for all necessary costs of training;

(g) use the Client's hardware and software only as authorised, for the purpose of the Client's business and for no other purpose;

(h) observe the laws of the Country in which the Supplier and/or Consultant is based and/or is working and refrain from causing offence to any civil or religious institutions or practices or its inhabitants;

(i) The Client understands and accepts that the Supplier is entitled to seek, apply for, accept and fulfil contracts to supply goods and services to other parties, excluding the Client in this contract, during the currency of this agreement.

(k) The Supplier being in business on its own account will have its own business stationary and business cards and will if requested by the client supply a specimen for the client's records.

(l) The Supplier will maintain at its own cost appropriate independent communication facilities such as email and telephone.

(m) The Supplier is free to enter into other contracts with other third parties at any time before, after or concurrently with the contract for services.

1.2 Indemnity & Insurance

(a) The Supplier shall indemnify the client in accordance with the limits detailed in clauses 1.2 (b) & (c) for any losses resulting from any legally valid claim related and confined to the torts of Professional Negligence, Public & Employers liability.

(b) It is warranted by the Supplier that Professional Indemnity Insurance with a limit of indemnity of £500,000 in the aggregate will be held for the duration of this agreement and the following 12 months.

(c) It is warranted that the Supplier will hold for the duration of this agreement public liability insurance with a limit of indemnity of £1,000,000 and employer's liability insurance up to a limit of £10,000,000.

(d) The Supplier accepts it has legal risk in respect of the torts of public & employers liability and professional negligence and therefore pays the costs of any premiums necessary for the provision of the insurances detailed in 1.2 (b) & (c).

(g) The Supplier will agree to produce proof of such insurances upon demand.

(h) The Supplier will rectify any incorrect or unsatisfactory work which can be attributed to an error or an omission of the part of the Supplier at the reasonable request of the client and as such must be performed in the Supplier's own time and without extra charge.

1.3 Holidays & Absence

(a) The Supplier is an Independent company and as such has no rights to holiday or sickness compensation from the client. However, in the event that any consultant/employee wishes to take any holiday entitlement in accordance with his or her contract of employment with the Supplier, the consultant/s holiday and absences (to meet other commitments which entail temporary absence of the consultant) will be agreed between the Supplier and the client) four weeks in advance. The Supplier shall notify the client of any absences of any Representative due to accidents, sickness and unforeseeable circumstances as soon as reasonably practicable. The Supplier shall use its reasonable endeavours to find a replacement for the consultant during such a period of sickness or absence.

(b) No fees will be payable in respect of any period during which a consultant is absent and no alternative has been found.

1.4 Substitution

(a) The Supplier may substitute the services of the consultant to fulfil this contract during its term provided that:

(i) The Client is reasonably satisfied that the proposed substitute possesses the necessary skills, expertise, personnel and resources to fulfil the Services;

(ii) The Client is reasonably satisfied that the proposed substitute will comply with its rules on health, safety, security and confidentiality;

(iii) the Supplier warrants that any information supplied by the Supplier is accurate and that any information supplied by the Supplier in respect of any Consultant is honest and accurate.

1.5 Confidentiality

The Supplier and its Consultants shall not at any time during or after the Term:

(a) divulge or allow to be divulged to any party any confidential information relating to the business or affairs of the Client; this obligation of confidentiality will remain in force beyond the cessation or other termination of this Agreement;

(b) do any deliberate act or conduct causing or calculated to cause damage to the reputation of the Client or endanger the commercial security of the Client;

(c) divulge or allow to be divulged to any person the terms and conditions of this Agreement, with the exception of any necessary professional advisor.

1.6 Mutuality of obligation

The Client is not obliged to offer ongoing work or ongoing contracts to the Supplier nor is the Supplier obliged to accept such contracts if offered. The Supplier is not obliged to make its services available. Specifically both parties declare that they do not wish to create or imply any mutuality of obligations whatsoever either during the course of this contract for services or during any period when contract works are not available

1.7 Control

The client shall not control, or have any right of control as to how the Supplier is to perform the contract services detailed in schedule 1. The client recognises that the Supplier offers specialist services at a high level of expertise and as such the Supplier cannot be told how to perform the contract works

2. Client's Obligations

2.1 Terms of Payment and Expenses

(a) For work not part of fixed price contracts, every 14 days from the commencement date detailed in Consulting Agreement the Supplier will send to the supplier all completed weekly work sheets that have been pre-approved by the Client, together with the Supplier's invoice;

(b) The Client is obligated to make the Payments promptly for all days on weekly Work Sheets referred to above and invoiced every 14 days by the Supplier. The client will not be liable to pay for any days worked that have not been approved by the Client;

(c) If an invoice is received, payment will then be made within 30 days via electronic transfers to Supplier's Bank Account.

(d) The Client will take full responsibility for meeting the cost of any travel and accommodation expenses incurred as a result of any consultant, at the request of the client, performing his or her duties away from the specified location detailed in schedule 1. The Supplier (or the consultant, as appropriate) shall agree the amount of such expenses with the client who shall fully reimburse the consultant or the Supplier directly all reasonable expenses as appropriate.

(e) All sums due from the Client which are not paid on the due date (without prejudice to the rights of the Supplier under these terms) shall bear interest from day to day at the same annual rate as is prescribed from time to time pursuant to section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 with a minimum rate of 10% per annum.

2.2 The Client will request that:

(a) the Client shall, at its own expense, provide the Supplier with all documents or other materials and data or other information necessary for the completion of the Service, in sufficient time to enable the Supplier to provide the Service in accordance with any timetable or other target for progress or completion agreed in writing between the parties;

(b) the Client shall ensure that the Supplier is accorded sufficient access to any of the Client's premises, information, computer network, data or personnel and use of any equipment which is reasonably necessary for the completion of the Services. Where the Supplier requires access to any third party premises, information, data or personnel the Client will make all reasonable efforts to arrange this for the Supplier.

3. Termination

3.1 This agreement shall terminate:

(a) on the Expiry Date or completion of the Services, if sooner; or

(b) on the Client giving the Supplier not less than 30 days' prior notice.

(i) If notice of termination is given by the Supplier the Supplier can choose one of the following options

- Pay the client £3000 excl VAT and be immediately released from the obligation of this agreement

- Agree to allow the consultant to work and be paid in accordance with the daily rate detailed in schedule 1 for a further 20 working days

(ii) If notice of termination is given by the Client then the Client can choose one of the following options

- Pay the Supplier £3000 excl VAT and be immediately released from the obligations of this agreement

- Allow the Supplier and any consultant/s to work and be paid for in accordance with the daily rate for a further 20 working days.

(c) In the event that the termination is caused by the Supplier's failure to exercise all reasonable care and skill in relation to its appointment then such termination will be without notice with all fees earned up to and including the date of termination to be paid in accordance with clause 2.1 (a)

(d) The Client or the Supplier have the right at any time to terminate this agreement by notice in writing and in accordance with 3.1 (b) to the other party in the event of a serious breach of the terms of this agreement which otherwise cannot be resolved by any reasonable means available by the other party; or

(e) at any time by Client if the Supplier fails to undertake the services to the Client with the degree of technical knowledge and technical skill reasonable expected of a Supplier required to perform the services detailed in schedule 1. All earned fee up to and including the date of termination will be paid in accordance with clauses 2.1; or

(f) at any time in the event of the Client becoming bankrupt or being made the subject of a winding up Order or upon the appointment of a Receiver or Manager or the Client entering into an arrangement with its creditors. The engagement shall determine forthwith without any compensation or right to damages or further payment; or

(g) at any time, if, for whatever reason, the Client terminates this contract the Client will pay notice in accordance with terms 3.1 (b) and all outstanding and earned fees up to and including the date of termination and in accordance with clauses 2.1 .

4.Termination Consequences

4.1 On expiry or other termination of this Agreement the Supplier undertakes:

(a) to deliver up to the Client all documents and property belonging to the Client which may be in the Supplier's or Consultant's possession or under its control;

(b) to immediately cease work.

4.2 On expiry or other termination of this Agreement other than as described in clause 3.1(f) the Client undertakes to pay to the Supplier all arrears of Payments and earned (authorised work only) but not yet paid fees up to and including the Expiry Date or date of termination if prior to the Expiry Date.

5. Miscellaneous

5.1 The Supplier is free to enter into other contracts for services for other parties at any time either before, after or concurrently with this contract for services

5.2 The client acknowledges and agrees that it does not have first call on the services of the Supplier and cannot require the Supplier to give the client any priority over another client.

5.3 The Supplier shall indemnify the Client in the event of the Client becoming liable for any of the foregoing payments.

5.4 The ownership of and sole right to all inventions, designs, patents, copyrights, systems and information and rights associated therein prepared by the Supplier for the Client under this Agreement shall be vested in either Client or the Client from the outset.

5.5 During the Term the Supplier shall be an independent company and neither the Supplier nor its personnel will be the servant of the Client.

5.6 The Supplier shall be exclusively responsible for making the appropriate payment of any VAT arising out of remuneration for the Supplier's Services provided under this Agreement. In such a situation, the Supplier shall still be an independent company and not the servant of the Client.

5.7 The Client shall be under no liability whatever in respect of loss damage or injury or any consequential or indirect loss sustained by the Supplier or its servants or third parties by reason of any act or neglect of the Client, the Supplier or the Consultant.

5.8 These terms and conditions will apply to and govern the engagement. No variation of these terms and conditions will be effective unless mutually agreed in writing and signed by an authorised signatory.

5.9 This Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights, which have already accrued to either of the parties.

5.10 Headings contained in this Agreement are for reference purposes only and should not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

5.11 The failure of either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

5.12 The Client or the Supplier may assign the benefit of this Agreement either in whole or in part to any third party provided that Client and the original Supplier shall remain liable to perform its obligations hereunder.

5.13 Neither party will be liable for failure to perform its obligations hereunder if the failure results from force majeure, Act of God, refusal of any licence or consent or any other act of any national, federal, state or local government authority or any department, agency or representative thereof, fire, explosion, accident, industrial dispute or anything beyond such party's reasonable control. If the assignment is suspended, Client If this agreement is frustrated by force majeure or anything beyond either parties' reasonable control neither Client nor the Supplier will have any liability to make any payment to the provider except to the extent of work actually carried out.

5.14 Any terms or conditions contained in later agreements which conflict with this agreement automatically overrides this agreement.

5.15 This agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England.