SERVICES AGREEMENT
BETWEEN
________
(heinafter 'the Service Provider')
AND
________
(heinafter 'the Client')
This Service Agreement is executed on this date ________.
(1). DEFINITIONS AND INTERPRETATIONS
1.1. 'the Client' means ________, the legal entity receiving the Services;
1.2. 'the Service Provider' means ________, the legal entity supplying the Services;
1.3. 'the Parties' means the Client and the Service Provider, and 'Party' means either the Service Provider or the Client;
1.4. The 'Commencement Date' means ________;
1.5 'Minimum Term' means ________ (________) days.
1.6. 'the Services' means the distinct list of services to be performed by the Service Provider in the course of this Agreement, as defined in the clause entitled "DESCRIPTION OF SERVICES";
1.7. Any words importing the singular shall import the plural, and words importing the plural shall import the singular; where the Service Provider and/or Client denotes more than one person, the rights and obligations articulated herein are jointly and severally binding on them;
1.8. This Agreement will be binding on and inure to the benefit of the Client's and the Service Provider's respective agents, heirs, executors, administrators and where permitted their respective assignees;
1.9. Any words importing the masculine gender shall import the feminine gender, and any words importing the feminine gender shall import the masculine gender;
1.10. Any references to Irish or European legislation, including Directives, Regulations, Framework Decisions, statute or statutory instruments shall include any amendments, extensions or modification in force at the time of the signing of this Agreement.
(2). THE PARTIES
2.1. The Service Provider, ________, of the following address:
________
in the business of supplying services, as described below.
2.2. The Client, ________ of the following address:
________
seeks to engage the Service Provider to perform the services of which they are in the business of supplying.
2.3. The Service Provider has represented that they possess the necessary skills, qualifications and experience to successfully perform the services for which this Agreement is entered into.
2.4. The Service Provider agrees to provide those services for the benefit of the Client in exchange for the consideration described below, in accordance with the terms and conditions of this Agreement.
2.5. Both Parties acknowledge this Services Agreement is a legally binding, enforceable contract, representing their common intentions for terms of engagement.
2.6. The Service Provider is offering the service in their capacity as an independent contractor. The Parties are entering into a relationship of 'Client-Service Provider'. This Agreement shall not through its terms nor the manner of its performance be construed to establish a relationship of employment, partnership or joint venture between the Parties.
2.7. While the Service Provider will endeavour to comply with all reasonable instructions and requests made by the Client, the Service Provider is in business of their own account and as such shall work autonomously. The Service Provider enjoys exclusive authority to determine their working hours, methods and procedures.
(3). DESCRIPTION OF SERVICES
3.1. The Service Provider agrees, pursuant to and in consideration of the terms and conditions of this Agreement, to perform for the Client, the following services ('the Services'):
________
3.2. The Services will be performed at the following location:
________
3.3. In addition to the Services described, the Service Provider agrees to undertake any tasks, functions and duties which are natural ancillaries to the Services provided, where requested by the Client and reasonable and practicable.
3.4. Should the Parties wish to expand the range of services provided, this can be done through written agreement in the manner described below.
3.5. The Services shall be delivered according to the following schedule:
________
(4). DURATION
4.1. This term of this Services Agreement will commence on: ________ (Commencement Date) and conclude upon the completion of the specific Services for which this Agreement was entered.
4.2.The anticipated date of completion is as follows: ________.
4.3. The Services Agreement will last an initial minimum period of ________ (________) days. This period is referred to as the 'Minimum Term'.
4.4. While recognising that timelines for the provision of certain services cannot be precisely fixed, the Service Provider will make all best endeavours to furnish the Services with a reasonable timeframe without undue delays.
4.5. Any modification to this Agreement for the purposes of extending or renewing its term should be executed in the manner defined below.
(5). CONSIDERATION FOR SERVICES RENDERED
5.1. The total consideration to be furnished by the Client to the Service Provider in exchange for the Services rendered is as follows: ________ (________).
5.2. Payment of which shall be delivered equal weekly installments, every Monday.
(6). COSTS
6.1. All costs associated with the provision of the Services described will be the exclusive responsibility of the Service Provider, unless otherwise agreed by the Parties.
6.2. The Service Provider is exclusively liable for all VAT and other applicable taxes and charges.
(7). TIME IS OF THE ESSENCE
7.1. Time is of the essence in the performance of this Agreement. Timing is material to the performance of this Agreement. The dates and time periods for the performance of the Services must be observed, if the Service Provider or Client fails to meet these obligations, they will be in breach of this Agreement.
(8). 55888858885885
2.________. 552 5258882 25288525 222228 252 58252 22 858828252822. 5522 552 22282825, 52 25285 5888522822 22 222522 5 25855 25522 2522 5525522 22 22222 252 228288552 828888, 2522582282 525 85588288528228 22 2252252 2552 25 588 22 25285 28882528228 52525 2588 825222222. 52 252 28222 252 5258882 25288525 2225228 5 25855 25522 22 2252252 2552 22 588 22 25285 28882528228, 2552 25855 25522 85588 82 85828825 5 '858-8222558225'.
2.________. 552 858-8222558225 5228 222 25882 82 5 82225582558 528528228582 8825 252 888222.
2.________. 552 5258882 2528852 588522 852882 588 82225582558 52822288888822 225 252 82588828 25288525 82 252 858-8222558225 525 88 852882 885882 225 522 8288 25 552522 85885 5285828 2522 25285 85222258 25 222882222 5828.
2.________. 2522222 225 82588828 52252525 82 252 858-8222558225 88 252 258858882 52822288888822 22 252 5258882 25288525.
2.________. 822 858-8222558225 2225225 82 252 5258882 25288525 88 8228852525 52 52222 22 252 5258882 25288525, 225 252 25522828 22 825222828852822 525 225258882. 52 88 252 52822288888822 22 252 5258882 25288525 22 228552 252 858-8222558225 88 5528552282 8285525 82 58 22 825222822 5258282 522 8288 25 552522 528582822 2522 85222258 25 222882222 5828 82 252 858-8222558225.
(9). HEALTH AND SAFETY OBLIGATIONS
9.1. In the performance of the Services described above, the Service Provider in consultation with the Client must take all measures which are reasonable and practicable to ensure the health and safety of the premises in which the services are being conducted.
9.2. The Service Provider must notify the Client of any health and safety hazards which may arise in connection with the performance of this Agreement and advise the Client of any measures the latter may take to neutralise the safety risk or to limit their or their agents exposure to risk.
9.3. Where a real or potential health and safety hazard arises, the Service Provider will work in consultation with the Client to meet the latter's obligations under The Safety, Health and Welfare at Work Act 2005 (as amended), (2005 Act) and Safety, Health and Welfare at Work (General Application) Regulations 2007, (2007 Regulations) and cooperate therewith to promote the health and safety of all occupants of the Client's premises.
9.4. While the Parties acknowledge that liability under the 2005 Act or 2007 Regulations lies with the Client alone, the Service Provider shall facilitate the Client's discharge of their obligations thereunder by advising the Client on any health and safety information relevant to the provision of their specific service, with a view to its effective communication to the Client's employees and the effective provision of appropriate training or supervision where necessary.
9.5. It is assumed that the Client will rely on any health or safety advice communicated by the Service Provider where it relates to their specific service in which they have particular skill and knowledge. In the event that the Service Provider does not wish to invite reliance on their advice or opinion as to health and safety matters arising in connection with the provision of their service, this should be explicitly stated by the Service Provider and third party advice sought.
(10). CONFIDENTIALITY
10.1. The 'Disclosing Party' denotes the Party which, as a result of the performance of this Agreement, makes Confidential Information available to the other Party to this Agreement.
a. For the purposes of this Agreement, the Service Provider is designated the 'Disclosing Party'.
10.2. The 'Recipient Party' denotes the Party which, through the performance of this Agreement, is privy to or receives Confidential Information.
b. For the purposes of this Agreement, the Client is designated the 'Recipient Party'.
10.3. 'Confidential Information' refers, for the purposes of this Agreement, to any information of a sensitive, proprietary and commercial nature, or information which is otherwise important in the conduct of the business of the Party disclosing it.
10.4. Confidential Information does not include the following:
a. Information that is part of the public domain.
b. Information that is known to the Recipient Party prior to its disclosure by the Disclosing Party.
c. Information that was independently discovered by the Recipient Party before its disclosure by the Disclosing Party.
d. Information acquired by the Recipient Party through legitimate means independent of the Disclosing Party.
10.5. The Recipient Party undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party and maintain Confidential Information in the strictest confidence.
10.6. In particular and furthermore, the Recipient Party shall undertake to observe the following obligations:
a. To refrain from using any Confidential Information for reasons other than for the express purpose for which it was disclosed, unless otherwise authorised by the Party disclosing the Confidential Information.
b. To maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unlawful acquisition by third parties.
c. To return any Confidential Information in their possession at the request of the Party which has disclosed it, or upon the expiration or termination of the Parties' professional relationship.
10.7. Nothing in the terms of this Agreement or its performance grants the the Client any proprietary interest (trademark, copyright, patent or otherwise) or licence the Confidential Information disclosed.
10.8. The Recipient Party in signing this Agreement accepts that all interests, rights and titles associated with the information disclosed remain the exclusive property of the Disclosing Party.
10.9. The Parties should refer to the Non Disclosure Agreement for specific terms and conditions pertaining to obligations of non disclosure.
(11). OWNERSHIP OF INTELLECTUAL PROPERTY
11.1. Intellectual property refers to any inventions, literary or artistic works, designs, symbols, logos, processes, methods, names and images to be used in commerce, including but not limited to copyrights, patents, design rights, database rights and trademarks.
a. Background intellectual property, for the purposes of this Agreement, refers to any intellectual property which was in the ownership of, whether through creation or acquisition, one of the Parties to this Agreement prior to the entering into this Agreement, where the creation or acquisition of that intellectual property was wholly unrelated to the performance of this Agreement.
b. New Intellectual Property, for the purposes of this Agreement, refers to the intellectual property generated through the execution of this Agreement. That is, all data, databases, codes, reports, analyses, designs, inventions, methods, processes, images, commercial names, logos or other creations of the mind, which are generated, performed, produced, created, written or recorded by the Parties through the performance of this Agreement.
11.2. In the event that under this Agreement, either Party is required, or determines it is necessary or beneficial to employ for the purposes of its performance, Background Intellectual Property, that Background Intellectual Property shall remain in the exclusive ownership of the Party who created or acquired it prior to this Agreement.
11.3. In the event that use of Background Intellectual Property, is required under or determined necessary or beneficial to the performance of this Agreement, the Party owning the Background Intellectual Property must grant a licence to the other Party to permit use thereof.
11.4. In the performance of this Agreement, the Parties may create, write, produce or otherwise generate New Intellectual property. All copyrights, database rights, patents, trademarks, design rights which derive from the material created, written or produced through the performance of this Agreement shall be the exclusive property of the Client.
(12). DATA PROTECTION
12.1. Any data collected, controlled or processed through the performance of this Agreement shall be done in accordance with the requirements of the General Data Protection Regulation 2016/679, the Data Protection Act and the ePrivacy Regulations, 2011.
12.2. In particular, the Parties will only ensure to:
a. only use the data for the specific purposes for which it was given;
b. refrain from collecting more data than is necessary for that purpose;
c. ensure the accuracy of data retained;
d. prevent unlawful or unauthorised processing of the data;
e. allow the data subject access to data; and
f. only hold the data for as long as is necessary for the fulfilment of the purpose for which it was retained.
12.3. The Parties should refer to the Service Provider's data protection and privacy policy for more information on the processes by which the Service Provider manages data retained from the commercial partners and clients.
(13). REPRESENTATIONS
13.1. The Service Provider, in compliance with Section 39 of the Sale of Goods and Supply of Services Act, warrants and represents that they have the necessary skills to render the Services described, the Services will be rendered with due care, skill and diligence and any materials used will be reasonably fit for the purpose intended.
13.2. In the event that any misrepresentation by the Service Provider results in loss incurred to the Client, the Client is entitled to statutory damages pursuant to Section 45 of the Sale of Goods and Supply of Services Act.
13.3. The Service Provider represents and warrants that the goods supplied to the Client through the provision of the Services are of merchantable quality, fit for the special purpose intended and clear of all liens, encumbrances, liabilities and third party rights thereto.
(14). NON EXCLUSIVITY
14.1. The Parties agree that this Agreement is non-exclusive. Both Parties are entitled to solicit and engage in agreements with third parties in all matters, including in relation to the provision of services of the same character as those supplied by the Service Provider under this Agreement.
(15). ASSIGNMENT
15.1. Assignment in whole or in part of the interests, rights and obligations under this Agreement requires the prior written consent of both Parties to this Agreement.
15.2. In the event either Party seeks to assign wholly or in part, the rights, interests or obligations which inure to them under this Agreement, they must serve notice on the other Party articulating such intention and identifying a prospective assignee. The Party not wishing to assign, can accept or reject the proposed assignment at their sole discretion, allowing 30 (thirty) calendar days from the receipt of such notice for that Party to arrive at a decision.
15.3. Upon assignment the interests, rights and obligations of the Parties as enumerated herein will be wholly binding upon, inure to the benefit of, and be enforceable by the designated assignees.
(16). PERFORMANCE
16.1. The Parties will make all best endeavours to bring about the intended efficacious performance of this Agreement.
(17). FORCE MAJEURE
17.1. Neither Party will be deemed to be in breach of this Agreement for any delays or deficiencies in performance which are a direct result of circumstances beyond the Parties' reasonable control. In the event of the occurrence of a 'force majeure' circumstance, the Party so affected must, as soon as it is reasonably practicable, inform the other Party to this Agreement of the nature of this 'force majeure' circumstance and the manner in which it is limiting or preventing the efficacious performance of their obligations under this Agreement.
(18). SEVERABILITY
18.1. If one section of this Agreement is deemed unenforceable by a court of law, the remainder of this Agreement shall be given effect in line with the Parties' intentions.
(19). TERMINATION OF AGREEMENT
19.1. This Agreement will terminate automatically upon the successful completion of the Services for which the Service Provider is engaged.
19.2. This Agreement may be terminated without penalty and without prejudice to additional rights or remedies owing to the Parties under law, in the following circumstances:
a. By either Party, in the event of a breach of a fundamental term of this Agreement, where the non-breaching Party has furnished notice of the breach and the breaching Party fails to remedy breach within ________ (________) calendar days.
b. By the Service Provider, in the event of non-payment for the Services by the Client for a period of 21 (twenty one) days after that payment falls due, where the Service Provider has provided the required invoice or bill for Services in the manner described above and subsequently provided notice of non-payment and 14 (fourteen) calendar days' written notice of termination.
c. By the Client, at any time, following the expiration of the Minimum Term whereupon the Client furnishes ________ (________) days' notice of termination to the Service Provider.
d. By the Service Provider at any time following the expiration of the Minimum Term whereupon the Service Provider furnishes ________ (________) days' notice of termination to the Client.
e. By either Party in the event that it becomes apparent that the other Party to this Agreement is unable to meet its financial obligations under this Agreement. An inability to meet financial obligations is evidence by:
(a) Entering into the process of compulsory or voluntary liquidation under the Companies Act 2014
(b) Entering into Examinership under the Companies Act 2014
(c) Entering into Receivership under the Companies Act 2014
19.3. In the event the Agreement is terminated in circumstances where the Service Provider has discharged in whole or in part their obligations to the Client and the Client has not discharged their corresponding obligations, the Client must provide commensurate consideration, as agreed between the Parties.
19.4. In the event the Agreement is terminated in circumstances where the Client has paid the Service Provider for the Services not received, the Service Provider must return the monies paid or provide the Client with commensurate consideration, as agreed between the Parties.
(20). MODIFICATIONS TO AGREEMENT
20.1. This Agreement can be modified through the agreement of both the Service Provider and the Client.
20.2. The Party desirous of a change in the Services Agreement should notify the other Party in writing indicating the proposed modification. The other Party can accept or reject this modification at their sole discretion, subject to the requirement that both Parties endeavour to act reasonably with a view to the effective execution of the Services for which this Agreement was entered.
20.3. The Party not requesting the modification shall have 30 (thirty) days from receipt of notice of the proposed modification to accept or reject the proposal.
20.4. Should the proposed modification be accepted, a written statement should be drawn up detailing the modification, when it shall take effect and the rights and duties of the respective Parties thereunder. This statement should be signed by the Service Provider and Client and annexed to the present Agreement.
20.5. Should the proposed modification be rejected, this Service Agreement shall subsist in its current form, and the interests, rights and obligations of the respective Parties will continue to have lawful effect.
(21). DISPUTE RESOLUTION
21.1. Any dispute arising out of or relating to the terms and conditions of this Agreement, or its performance should, in the first instance, be attempted to be resolved informally by the Parties themselves or their designated representatives.
21.2. An informal attempt at dispute resolution should conform to the following procedure:
a. the aggrieved Party shall furnish to the other written notice in which they express the source of their grievance(s) and identify a solution they consider fair and reasonable and invite the other to discuss or negotiate a solution;
b. pursuant to the aggrieved Party's invitation, the Parties, or their representatives to discuss and/or negotiate in person a proposed solution to the grievance(s) with each Party acting in good faith and making their best endeavours to arrive at a mutually satisfactory resolution with a view to the successful execution of the present Agreement;
c. the Parties, adjust their conduct and/or make any necessary modifications or addendums to the present so as to enact the agreed to solution to the grievance.
21.3. In the event informal attempts at dispute resolution fail to resolve the grievance subsisting between the Parties, or thirty days have elapsed since the delivery by the aggrieved Party of an invitation to negotiate, the Parties shall refer their dispute, in good faith, to an alternative dispute resolution procedure.
21.4. The alternative dispute resolution procedure favoured by the Parties in the first instance is Mediation, defined under the Mediation Act 2017 as "a confidential, facilitative and voluntary process in which parties to a dispute, with the assistance of a mediator, attempt to reach a mutually acceptable agreement to resolve the dispute."
21.5.The Parties shall enter and engage in Mediation in good faith with a view to reaching and signing a resolution agreement that can be enforced by law.
21.6. In the event that Mediation fails to deliver a satisfactory resolution to the dispute, the Parties shall in the second instance refer their dispute to Arbitration.
21.7. Both Parties shall agree on the appointment on an independent arbitrator to hear their dispute and accept the final decision rendered.
21.8. The Parties will employ a conciliator, with a view to reaching a mutually satisfactory resolution of the disputes, if a resolution cannot be agreed, the Parties will hear the conciliator's recommendation that will be binding on the Parties unless rejected by either within the designated period of time.
21.9. In the final instance, the Parties shall refer the dispute to the High Court of Ireland. Or for claims worth less than €2,000 (two thousand), the aggrieved Party shall refer the dispute to the Small Claims Court.
(22). NOTICES
22.1. All notices, requests and summons made in connection with the performance of this Agreement will be furnished in writing and delivered to the following addresses of the respective Parties.
22.2. Communications should be sent to the Client at the following address:
________
22.3. Communications should be sent to the Service Provider at the following address:
________
22.4. All notices, of termination or otherwise, summons or any communication with legal consequences, should be sent by registered post.
22.5. All other correspondences to do with the day to day performance of the Services Agreement and which do not have direct legal consequences may be sent via email.
22.6. Delivery of the communication will be deemed to have been delivered and received:
(a) 2 (two) business days after it is sent by registered post;
(b) Where it is delivered by hand and signed for the recipient;
(c) Where the email is sent during business hours, as soon as the email is sent;
(d) Where the email is sent outside of business hours, at the earliest commencement of business hours after the email is sent.
Email address for the Service Provider:
________ email: ________
Email address for Client:
________: ________
(23). GOVERNING LAW
23.1. This Agreement is governed by the Laws of Ireland.
(24). DECLARATION
24.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable.
24.2 In signing this Agreement, the Parties undertake to be wholly bound by its terms.
_____________________________
________
Job Title: ________
signed on behalf of ________
'the Service Provider'.
__________________________
________
Job Title: ________
signed on behalf of ________
'the Client'
Appendix "NON DISCLOSURE AGREEMENT"
Appendix "DATA PROTECTION POLICY"
SERVICES AGREEMENT
BETWEEN
________
(heinafter 'the Service Provider')
AND
________
(heinafter 'the Client')
This Service Agreement is executed on this date ________.
(1). DEFINITIONS AND INTERPRETATIONS
1.1. 'the Client' means ________, the legal entity receiving the Services;
1.2. 'the Service Provider' means ________, the legal entity supplying the Services;
1.3. 'the Parties' means the Client and the Service Provider, and 'Party' means either the Service Provider or the Client;
1.4. The 'Commencement Date' means ________;
1.5 'Minimum Term' means ________ (________) days.
1.6. 'the Services' means the distinct list of services to be performed by the Service Provider in the course of this Agreement, as defined in the clause entitled "DESCRIPTION OF SERVICES";
1.7. Any words importing the singular shall import the plural, and words importing the plural shall import the singular; where the Service Provider and/or Client denotes more than one person, the rights and obligations articulated herein are jointly and severally binding on them;
1.8. This Agreement will be binding on and inure to the benefit of the Client's and the Service Provider's respective agents, heirs, executors, administrators and where permitted their respective assignees;
1.9. Any words importing the masculine gender shall import the feminine gender, and any words importing the feminine gender shall import the masculine gender;
1.10. Any references to Irish or European legislation, including Directives, Regulations, Framework Decisions, statute or statutory instruments shall include any amendments, extensions or modification in force at the time of the signing of this Agreement.
(2). THE PARTIES
2.1. The Service Provider, ________, of the following address:
________
in the business of supplying services, as described below.
2.2. The Client, ________ of the following address:
________
seeks to engage the Service Provider to perform the services of which they are in the business of supplying.
2.3. The Service Provider has represented that they possess the necessary skills, qualifications and experience to successfully perform the services for which this Agreement is entered into.
2.4. The Service Provider agrees to provide those services for the benefit of the Client in exchange for the consideration described below, in accordance with the terms and conditions of this Agreement.
2.5. Both Parties acknowledge this Services Agreement is a legally binding, enforceable contract, representing their common intentions for terms of engagement.
2.6. The Service Provider is offering the service in their capacity as an independent contractor. The Parties are entering into a relationship of 'Client-Service Provider'. This Agreement shall not through its terms nor the manner of its performance be construed to establish a relationship of employment, partnership or joint venture between the Parties.
2.7. While the Service Provider will endeavour to comply with all reasonable instructions and requests made by the Client, the Service Provider is in business of their own account and as such shall work autonomously. The Service Provider enjoys exclusive authority to determine their working hours, methods and procedures.
(3). DESCRIPTION OF SERVICES
3.1. The Service Provider agrees, pursuant to and in consideration of the terms and conditions of this Agreement, to perform for the Client, the following services ('the Services'):
________
3.2. The Services will be performed at the following location:
________
3.3. In addition to the Services described, the Service Provider agrees to undertake any tasks, functions and duties which are natural ancillaries to the Services provided, where requested by the Client and reasonable and practicable.
3.4. Should the Parties wish to expand the range of services provided, this can be done through written agreement in the manner described below.
3.5. The Services shall be delivered according to the following schedule:
________
(4). DURATION
4.1. This term of this Services Agreement will commence on: ________ (Commencement Date) and conclude upon the completion of the specific Services for which this Agreement was entered.
4.2.The anticipated date of completion is as follows: ________.
4.3. The Services Agreement will last an initial minimum period of ________ (________) days. This period is referred to as the 'Minimum Term'.
4.4. While recognising that timelines for the provision of certain services cannot be precisely fixed, the Service Provider will make all best endeavours to furnish the Services with a reasonable timeframe without undue delays.
4.5. Any modification to this Agreement for the purposes of extending or renewing its term should be executed in the manner defined below.
(5). CONSIDERATION FOR SERVICES RENDERED
5.1. The total consideration to be furnished by the Client to the Service Provider in exchange for the Services rendered is as follows: ________ (________).
5.2. Payment of which shall be delivered equal weekly installments, every Monday.
(6). COSTS
6.1. All costs associated with the provision of the Services described will be the exclusive responsibility of the Service Provider, unless otherwise agreed by the Parties.
6.2. The Service Provider is exclusively liable for all VAT and other applicable taxes and charges.
(7). TIME IS OF THE ESSENCE
7.1. Time is of the essence in the performance of this Agreement. Timing is material to the performance of this Agreement. The dates and time periods for the performance of the Services must be observed, if the Service Provider or Client fails to meet these obligations, they will be in breach of this Agreement.
(8). 55888858885885
2.________. 552 5258882 25288525 222228 252 58252 22 858828252822. 5522 552 22282825, 52 25285 5888522822 22 222522 5 25855 25522 2522 5525522 22 22222 252 228288552 828888, 2522582282 525 85588288528228 22 2252252 2552 25 588 22 25285 28882528228 52525 2588 825222222. 52 252 28222 252 5258882 25288525 2225228 5 25855 25522 22 2252252 2552 22 588 22 25285 28882528228, 2552 25855 25522 85588 82 85828825 5 '858-8222558225'.
2.________. 552 858-8222558225 5228 222 25882 82 5 82225582558 528528228582 8825 252 888222.
2.________. 552 5258882 2528852 588522 852882 588 82225582558 52822288888822 225 252 82588828 25288525 82 252 858-8222558225 525 88 852882 885882 225 522 8288 25 552522 85885 5285828 2522 25285 85222258 25 222882222 5828.
2.________. 2522222 225 82588828 52252525 82 252 858-8222558225 88 252 258858882 52822288888822 22 252 5258882 25288525.
2.________. 822 858-8222558225 2225225 82 252 5258882 25288525 88 8228852525 52 52222 22 252 5258882 25288525, 225 252 25522828 22 825222828852822 525 225258882. 52 88 252 52822288888822 22 252 5258882 25288525 22 228552 252 858-8222558225 88 5528552282 8285525 82 58 22 825222822 5258282 522 8288 25 552522 528582822 2522 85222258 25 222882222 5828 82 252 858-8222558225.
(9). HEALTH AND SAFETY OBLIGATIONS
9.1. In the performance of the Services described above, the Service Provider in consultation with the Client must take all measures which are reasonable and practicable to ensure the health and safety of the premises in which the services are being conducted.
9.2. The Service Provider must notify the Client of any health and safety hazards which may arise in connection with the performance of this Agreement and advise the Client of any measures the latter may take to neutralise the safety risk or to limit their or their agents exposure to risk.
9.3. Where a real or potential health and safety hazard arises, the Service Provider will work in consultation with the Client to meet the latter's obligations under The Safety, Health and Welfare at Work Act 2005 (as amended), (2005 Act) and Safety, Health and Welfare at Work (General Application) Regulations 2007, (2007 Regulations) and cooperate therewith to promote the health and safety of all occupants of the Client's premises.
9.4. While the Parties acknowledge that liability under the 2005 Act or 2007 Regulations lies with the Client alone, the Service Provider shall facilitate the Client's discharge of their obligations thereunder by advising the Client on any health and safety information relevant to the provision of their specific service, with a view to its effective communication to the Client's employees and the effective provision of appropriate training or supervision where necessary.
9.5. It is assumed that the Client will rely on any health or safety advice communicated by the Service Provider where it relates to their specific service in which they have particular skill and knowledge. In the event that the Service Provider does not wish to invite reliance on their advice or opinion as to health and safety matters arising in connection with the provision of their service, this should be explicitly stated by the Service Provider and third party advice sought.
(10). CONFIDENTIALITY
10.1. The 'Disclosing Party' denotes the Party which, as a result of the performance of this Agreement, makes Confidential Information available to the other Party to this Agreement.
a. For the purposes of this Agreement, the Service Provider is designated the 'Disclosing Party'.
10.2. The 'Recipient Party' denotes the Party which, through the performance of this Agreement, is privy to or receives Confidential Information.
b. For the purposes of this Agreement, the Client is designated the 'Recipient Party'.
10.3. 'Confidential Information' refers, for the purposes of this Agreement, to any information of a sensitive, proprietary and commercial nature, or information which is otherwise important in the conduct of the business of the Party disclosing it.
10.4. Confidential Information does not include the following:
a. Information that is part of the public domain.
b. Information that is known to the Recipient Party prior to its disclosure by the Disclosing Party.
c. Information that was independently discovered by the Recipient Party before its disclosure by the Disclosing Party.
d. Information acquired by the Recipient Party through legitimate means independent of the Disclosing Party.
10.5. The Recipient Party undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party and maintain Confidential Information in the strictest confidence.
10.6. In particular and furthermore, the Recipient Party shall undertake to observe the following obligations:
a. To refrain from using any Confidential Information for reasons other than for the express purpose for which it was disclosed, unless otherwise authorised by the Party disclosing the Confidential Information.
b. To maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unlawful acquisition by third parties.
c. To return any Confidential Information in their possession at the request of the Party which has disclosed it, or upon the expiration or termination of the Parties' professional relationship.
10.7. Nothing in the terms of this Agreement or its performance grants the the Client any proprietary interest (trademark, copyright, patent or otherwise) or licence the Confidential Information disclosed.
10.8. The Recipient Party in signing this Agreement accepts that all interests, rights and titles associated with the information disclosed remain the exclusive property of the Disclosing Party.
10.9. The Parties should refer to the Non Disclosure Agreement for specific terms and conditions pertaining to obligations of non disclosure.
(11). OWNERSHIP OF INTELLECTUAL PROPERTY
11.1. Intellectual property refers to any inventions, literary or artistic works, designs, symbols, logos, processes, methods, names and images to be used in commerce, including but not limited to copyrights, patents, design rights, database rights and trademarks.
a. Background intellectual property, for the purposes of this Agreement, refers to any intellectual property which was in the ownership of, whether through creation or acquisition, one of the Parties to this Agreement prior to the entering into this Agreement, where the creation or acquisition of that intellectual property was wholly unrelated to the performance of this Agreement.
b. New Intellectual Property, for the purposes of this Agreement, refers to the intellectual property generated through the execution of this Agreement. That is, all data, databases, codes, reports, analyses, designs, inventions, methods, processes, images, commercial names, logos or other creations of the mind, which are generated, performed, produced, created, written or recorded by the Parties through the performance of this Agreement.
11.2. In the event that under this Agreement, either Party is required, or determines it is necessary or beneficial to employ for the purposes of its performance, Background Intellectual Property, that Background Intellectual Property shall remain in the exclusive ownership of the Party who created or acquired it prior to this Agreement.
11.3. In the event that use of Background Intellectual Property, is required under or determined necessary or beneficial to the performance of this Agreement, the Party owning the Background Intellectual Property must grant a licence to the other Party to permit use thereof.
11.4. In the performance of this Agreement, the Parties may create, write, produce or otherwise generate New Intellectual property. All copyrights, database rights, patents, trademarks, design rights which derive from the material created, written or produced through the performance of this Agreement shall be the exclusive property of the Client.
(12). DATA PROTECTION
12.1. Any data collected, controlled or processed through the performance of this Agreement shall be done in accordance with the requirements of the General Data Protection Regulation 2016/679, the Data Protection Act and the ePrivacy Regulations, 2011.
12.2. In particular, the Parties will only ensure to:
a. only use the data for the specific purposes for which it was given;
b. refrain from collecting more data than is necessary for that purpose;
c. ensure the accuracy of data retained;
d. prevent unlawful or unauthorised processing of the data;
e. allow the data subject access to data; and
f. only hold the data for as long as is necessary for the fulfilment of the purpose for which it was retained.
12.3. The Parties should refer to the Service Provider's data protection and privacy policy for more information on the processes by which the Service Provider manages data retained from the commercial partners and clients.
(13). REPRESENTATIONS
13.1. The Service Provider, in compliance with Section 39 of the Sale of Goods and Supply of Services Act, warrants and represents that they have the necessary skills to render the Services described, the Services will be rendered with due care, skill and diligence and any materials used will be reasonably fit for the purpose intended.
13.2. In the event that any misrepresentation by the Service Provider results in loss incurred to the Client, the Client is entitled to statutory damages pursuant to Section 45 of the Sale of Goods and Supply of Services Act.
13.3. The Service Provider represents and warrants that the goods supplied to the Client through the provision of the Services are of merchantable quality, fit for the special purpose intended and clear of all liens, encumbrances, liabilities and third party rights thereto.
(14). NON EXCLUSIVITY
14.1. The Parties agree that this Agreement is non-exclusive. Both Parties are entitled to solicit and engage in agreements with third parties in all matters, including in relation to the provision of services of the same character as those supplied by the Service Provider under this Agreement.
(15). ASSIGNMENT
15.1. Assignment in whole or in part of the interests, rights and obligations under this Agreement requires the prior written consent of both Parties to this Agreement.
15.2. In the event either Party seeks to assign wholly or in part, the rights, interests or obligations which inure to them under this Agreement, they must serve notice on the other Party articulating such intention and identifying a prospective assignee. The Party not wishing to assign, can accept or reject the proposed assignment at their sole discretion, allowing 30 (thirty) calendar days from the receipt of such notice for that Party to arrive at a decision.
15.3. Upon assignment the interests, rights and obligations of the Parties as enumerated herein will be wholly binding upon, inure to the benefit of, and be enforceable by the designated assignees.
(16). PERFORMANCE
16.1. The Parties will make all best endeavours to bring about the intended efficacious performance of this Agreement.
(17). FORCE MAJEURE
17.1. Neither Party will be deemed to be in breach of this Agreement for any delays or deficiencies in performance which are a direct result of circumstances beyond the Parties' reasonable control. In the event of the occurrence of a 'force majeure' circumstance, the Party so affected must, as soon as it is reasonably practicable, inform the other Party to this Agreement of the nature of this 'force majeure' circumstance and the manner in which it is limiting or preventing the efficacious performance of their obligations under this Agreement.
(18). SEVERABILITY
18.1. If one section of this Agreement is deemed unenforceable by a court of law, the remainder of this Agreement shall be given effect in line with the Parties' intentions.
(19). TERMINATION OF AGREEMENT
19.1. This Agreement will terminate automatically upon the successful completion of the Services for which the Service Provider is engaged.
19.2. This Agreement may be terminated without penalty and without prejudice to additional rights or remedies owing to the Parties under law, in the following circumstances:
a. By either Party, in the event of a breach of a fundamental term of this Agreement, where the non-breaching Party has furnished notice of the breach and the breaching Party fails to remedy breach within ________ (________) calendar days.
b. By the Service Provider, in the event of non-payment for the Services by the Client for a period of 21 (twenty one) days after that payment falls due, where the Service Provider has provided the required invoice or bill for Services in the manner described above and subsequently provided notice of non-payment and 14 (fourteen) calendar days' written notice of termination.
c. By the Client, at any time, following the expiration of the Minimum Term whereupon the Client furnishes ________ (________) days' notice of termination to the Service Provider.
d. By the Service Provider at any time following the expiration of the Minimum Term whereupon the Service Provider furnishes ________ (________) days' notice of termination to the Client.
e. By either Party in the event that it becomes apparent that the other Party to this Agreement is unable to meet its financial obligations under this Agreement. An inability to meet financial obligations is evidence by:
(a) Entering into the process of compulsory or voluntary liquidation under the Companies Act 2014
(b) Entering into Examinership under the Companies Act 2014
(c) Entering into Receivership under the Companies Act 2014
19.3. In the event the Agreement is terminated in circumstances where the Service Provider has discharged in whole or in part their obligations to the Client and the Client has not discharged their corresponding obligations, the Client must provide commensurate consideration, as agreed between the Parties.
19.4. In the event the Agreement is terminated in circumstances where the Client has paid the Service Provider for the Services not received, the Service Provider must return the monies paid or provide the Client with commensurate consideration, as agreed between the Parties.
(20). MODIFICATIONS TO AGREEMENT
20.1. This Agreement can be modified through the agreement of both the Service Provider and the Client.
20.2. The Party desirous of a change in the Services Agreement should notify the other Party in writing indicating the proposed modification. The other Party can accept or reject this modification at their sole discretion, subject to the requirement that both Parties endeavour to act reasonably with a view to the effective execution of the Services for which this Agreement was entered.
20.3. The Party not requesting the modification shall have 30 (thirty) days from receipt of notice of the proposed modification to accept or reject the proposal.
20.4. Should the proposed modification be accepted, a written statement should be drawn up detailing the modification, when it shall take effect and the rights and duties of the respective Parties thereunder. This statement should be signed by the Service Provider and Client and annexed to the present Agreement.
20.5. Should the proposed modification be rejected, this Service Agreement shall subsist in its current form, and the interests, rights and obligations of the respective Parties will continue to have lawful effect.
(21). DISPUTE RESOLUTION
21.1. Any dispute arising out of or relating to the terms and conditions of this Agreement, or its performance should, in the first instance, be attempted to be resolved informally by the Parties themselves or their designated representatives.
21.2. An informal attempt at dispute resolution should conform to the following procedure:
a. the aggrieved Party shall furnish to the other written notice in which they express the source of their grievance(s) and identify a solution they consider fair and reasonable and invite the other to discuss or negotiate a solution;
b. pursuant to the aggrieved Party's invitation, the Parties, or their representatives to discuss and/or negotiate in person a proposed solution to the grievance(s) with each Party acting in good faith and making their best endeavours to arrive at a mutually satisfactory resolution with a view to the successful execution of the present Agreement;
c. the Parties, adjust their conduct and/or make any necessary modifications or addendums to the present so as to enact the agreed to solution to the grievance.
21.3. In the event informal attempts at dispute resolution fail to resolve the grievance subsisting between the Parties, or thirty days have elapsed since the delivery by the aggrieved Party of an invitation to negotiate, the Parties shall refer their dispute, in good faith, to an alternative dispute resolution procedure.
21.4. The alternative dispute resolution procedure favoured by the Parties in the first instance is Mediation, defined under the Mediation Act 2017 as "a confidential, facilitative and voluntary process in which parties to a dispute, with the assistance of a mediator, attempt to reach a mutually acceptable agreement to resolve the dispute."
21.5.The Parties shall enter and engage in Mediation in good faith with a view to reaching and signing a resolution agreement that can be enforced by law.
21.6. In the event that Mediation fails to deliver a satisfactory resolution to the dispute, the Parties shall in the second instance refer their dispute to Arbitration.
21.7. Both Parties shall agree on the appointment on an independent arbitrator to hear their dispute and accept the final decision rendered.
21.8. The Parties will employ a conciliator, with a view to reaching a mutually satisfactory resolution of the disputes, if a resolution cannot be agreed, the Parties will hear the conciliator's recommendation that will be binding on the Parties unless rejected by either within the designated period of time.
21.9. In the final instance, the Parties shall refer the dispute to the High Court of Ireland. Or for claims worth less than €2,000 (two thousand), the aggrieved Party shall refer the dispute to the Small Claims Court.
(22). NOTICES
22.1. All notices, requests and summons made in connection with the performance of this Agreement will be furnished in writing and delivered to the following addresses of the respective Parties.
22.2. Communications should be sent to the Client at the following address:
________
22.3. Communications should be sent to the Service Provider at the following address:
________
22.4. All notices, of termination or otherwise, summons or any communication with legal consequences, should be sent by registered post.
22.5. All other correspondences to do with the day to day performance of the Services Agreement and which do not have direct legal consequences may be sent via email.
22.6. Delivery of the communication will be deemed to have been delivered and received:
(a) 2 (two) business days after it is sent by registered post;
(b) Where it is delivered by hand and signed for the recipient;
(c) Where the email is sent during business hours, as soon as the email is sent;
(d) Where the email is sent outside of business hours, at the earliest commencement of business hours after the email is sent.
Email address for the Service Provider:
________ email: ________
Email address for Client:
________: ________
(23). GOVERNING LAW
23.1. This Agreement is governed by the Laws of Ireland.
(24). DECLARATION
24.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable.
24.2 In signing this Agreement, the Parties undertake to be wholly bound by its terms.
_____________________________
________
Job Title: ________
signed on behalf of ________
'the Service Provider'.
__________________________
________
Job Title: ________
signed on behalf of ________
'the Client'
Appendix "NON DISCLOSURE AGREEMENT"
Appendix "DATA PROTECTION POLICY"
Answer the question, then click on "Next".
The document is written according to your responses - clauses are added or removed, paragraphs are customised, words are changed, etc.
At the end, you will immediately receive the document in Word and PDF formats. You can then open the Word document to modify it and reuse it however you wish.
