Consultancy Agreement

CONSULTANCY AGREEMENT

This agreement is dated: ________

PARTIES

A. The Client

________ incorporated and registered in England and Wales with company number ________ whose registered office address is at:

________

B. The Consultant

________ of the following address:

________

AGREED TERMS

1. INTERPRETATION

This agreement shall operate using the following definitions and rules of interpretation (unless otherwise required by context).

Definitions

Business Opportunities: any opportunities which the Consultant becomes aware of during the Engagement that are relevant to the Client's Business.

Business Day: a day, other than a Saturday, Sunday or public holiday in Scotland and, when banks in Edinburgh are open for business.

Capacity: as an agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.

Client Business: the Client is in the business of:

________

Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client or its customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant's use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the Client or the Consultant's computer systems or other electronic equipment during the Engagement.

Confidential Information: information in whatever form (including without limitation, in written, oral, visual, or electronic form or any magnetic or optical disk or memory and wherever located) relating to the business, customers, clients, suppliers, products, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the Client Business or any of its suppliers, customers, clients, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Consultant creates, develops, receives or obtains in connection with their Engagement, whether or not such information(if in anything other than oral form) is marked confidential.

Consultancy Services: the services provided by the Consultant in a consultancy capacity for the Client.

Commencement Date: ________.

Deliverable: the following outputs of the Consultancy Services and any other documents or materials provided by the Consultant to the Client in relation to the Consultancy Services (excluding the Consultant's equipment):

________

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 ( and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Engagement: the Consultant's engagement by the Client on the terms of this agreement.

Insurance Policies: the following insurance policies acquired by the Consultant:

- commercial general liability insurance cover.

- professional indemnity insurance cover.

- cyber insurance cover.

- employer liability insurance.

- public liability insurance cover.

- ________.

Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant in the provision of the Consultancy Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Subconsultant: a substitute engaged by the Consultant under the terms of this agreement.

Termination Date: the date of termination of this agreement, however arising.

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant in the provision of the Consultancy Services.

(a). The headings of this agreement are provided for convenience only and shall not affect the way in which the terms are to be construed.

(b). A reference made to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

(c). Unless otherwise required by context, any words in the singular shall include the plural and in the plural shall include the singular.

2. TERM OF ENGAGEMENT

(a). Following the Client's engagement of the Consultant, the Consultant shall provide the Consultancy Services on the terms of this agreement.

(b). The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:

(I). according to the terms provided in this agreement; or

(II). by either party giving not less than ________ (________) weeks' prior written notice to the other party.

3. DUTIES AND OBLIGATIONS

(a). For the duration of the Engagement Consultant shall:

(I). provide the Consultancy Services, including the Deliverables, with all due care, skill and ability, and use their best endeavours to promote the interests of the Client.

(II). see to it that the Deliverables are in conformance with, and are completed by any deadlines specified in this agreement. The Deliverables must also be fit for any purpose which the Client has informed the Consultant, whether expressly or implicitly.

(III). have all such information and reports, that may be reasonably required in connection with matters relating to the provision of the Consultancy Services, promptly delivered to the Client including the Deliverables, or the Business of the Client.

(b). In the event that the Consultant is unable to provide the Consultancy services as a result of illness or injury, they are required to inform the Client of such a circumstance at the earliest possible opportunity. The Client shall not pay any fees to the Consultant for any period during which the Consultancy Services are not provided.

(c). Subject to the prior written approval of the Client and in compliance with the provisions of this clause, the Consultant may appoint a Subconsultant who is suitably qualified and sufficiently skilled enough to carry out the Consultancy Services on their behalf, so long as the Subconsultant will consent to entering into direct undertakings with the Client, including with regard to Confidentiality. If the Client accepts the Subconsultant, the Consultant shall bear sole responsibility for the remuneration of the Subconsultant. Nonetheless, the Consultant shall remain bound by the duties and obligations imposed on it by this agreement even while the Subconsultant has been appointed to carry out the Consultancy Services. The Consultant shall only be permitted to appoint a Subconsultant where the Consultant is unable to carry out the Consultancy Services as a result of illness or injury.

(d). Any Subconsultant who is appointed under this agreement shall be bound by the sub-processor obligations contained in the relevant clause(s) of this agreement.

(e). By using all reasonable endeavours, the Consultant shall make themselves available at all times on reasonable notice for the provision of such assistance or information as the Client may require.

(f). Except where the Client has provided authorisation in writing, the Consultant shall be precluded from:

(I). having any authority to incur any expenditure in the name of or for the account of the Client; or

(II). holding out themselves as having authority to bind the Client.

(g). The Consultant shall work remotely while providing the Consultancy Services during the Engagement and shall therefore not be bound by the safety procedures of the Client that are in force from time to time at the Client's premises.

(h). The Consultant is required to comply with the following policies of the Client:

________

(i). While the Engagement is ongoing, the Consultant guarantees the Client that they shall take all reasonable steps to bring any Business Opportunities that they have become aware of to the Client:

(I). at the earliest practicable chance; and

(II). before the Consultant offers the same to another party.

This obligation imposed by this clause shall be subject to the condition that the Consultant shall not become in breach of any obligation of confidentiality or of any fiduciary duty owed to a third party by virtue of the disclosure of Business Opportunities to the Client.

(j). The Consultant is permitted to employ the services of a third party for the provision of any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:

(I). the Client will not be liable for the cost of such functions; and

(II). at the Client's request, the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.

(k). The Consultant shall:

(I). comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2020.

(II). comply with the Client's policies on anti-bribery and anti-corruption policies which shall be provided in addition to this agreement, as well as any industry codes on anti-bribery which may be provided in addition to this agreement, in each case as the Client or the relevant industry body may update them from time to time.

(III). promptly report to the Client any request or demand for an undue financial or other advantage of any kind that the Consultant receives in connection with the performance of this agreement.

(IV). ensure that all persons connected with the Consultant or other persons who are performing services in connection with this agreement comply with this sub-clause.

(V). within three months of the date of this agreement, and monthly thereafter, confirm in writing to the Client their compliance with the provisions of this sub-clause. The Consultant shall also supply evidence to support their claim of compliance as the Client may reasonably request.

(VI). Breach of the foregoing sub-clause may result in the immediate termination of this agreement.

(l). The Consultant shall:

(I). refrain from engaging in any activity, practice or conduct which would amount to either:

- a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or

- a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

(II). comply with the Client's relevant policies on anti-tax evasion provided in addition to this agreement and any relevant industry codes on anti-tax evasion that may be provided in addition to this agreement, in each case, as the Client or the relevant body may update from time to time.

(III). promptly report to the Client any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of this agreement.

(IV). ensure that all persons connected to the Consultant or other persons who are performing services in connection with this agreement comply with this sub-clause.

(V). within three months of the date of this agreement, and monthly thereafter, confirm in writing to the Client their compliance (along with the compliance of all persons connected with the Consultant or other persons who are performing services in connection with this agreement) with the provisions of this sub-clause. The Consultant shall also supply evidence to support their claim of compliance as the Client may reasonably request.

(m). Breach of the foregoing sub-clause may result in the immediate termination of this agreement.

4. FEES

(a). The price of the Consultancy Services shall be inclusive of VAT which shall be paid after the Consultant submits the appropriate invoices for the accomplished Deliverables. Each invoice submitted shall include details of the Consultancy Services provided, the dates on which the Consultancy Services were provided and the amount of the fee payable (plus VAT, if applicable) for the achievement of the Deliverable. The price of the Deliverables is set out below:

________

The Consultant shall only be paid these fees upon the accomplishment of a Deliverable to the Client's satisfaction. The Consultant shall submit invoices, in each case, within ________ of the achievement of a Deliverable to the satisfaction of the Client.

(b). Following the provision of the Consultancy Services in the course of the Engagement, the Client shall pay each invoice that the Consultant submits within ________ (________) weeks of receipt.

(c). In the event that the Consultant owes the Client money, such an amount shall be deductible from the fees (and any other sums) that are due to the Consultant.

(d). The Client's rights under this agreement or its rights to make a claim under this agreement against the Consultant in respect of the provision of the Consultancy Services shall not be affected by the full or part payment of any fees claimed under this clause, or any expenses claimed under the relevant clauses of this agreement.

5. PAYMENT

(a). The Client shall pay the Consultant the price of the Consultancy Services by bank transfer to the Consultant's nominated bank account with the following account details:

________

(b). In the event that the Consultant wishes to change or update their elected method of receiving payment to a different one, they must notify the Client in writing, giving at least two (2) weeks notice prior to the invoice for which that payment relates. Notwithstanding, the Consultant shall use its best efforts to maintain the same payment method throughout the course of the engagement.

6. DATA PROTECTION

(a). The Client will collect and process the Consultant's information in line with the privacy notice which is on the intranet.

(b). For the purposes of Data Protection Legislation, the Consultant and the Client acknowledge that the Client is the controller and the Consultant is the processor.

(c). The Consultant and the Client agree to comply with the Data Protection Legislation.

(d). The scope, nature and purpose of the processing by the Consultant, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation) and the categories of data subject are listed as follows:

________

(e). The Consultant shall, in relation to any Personal Data processed in connection with the Engagement:

(I). process that Personal Data only on written instructions of the Client;

(II). comply with the Client's data protection policy

(III). comply with the Client's reasonable instructions with respect to processing Personal Data;

(IV). not transfer any Personal Data outside of the UK;

(V). assist the Client at the Client's cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation in relation to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

(VI). inform the Client as promptly as possible upon becoming aware of a Personal Data breach or communication relating to the Cleint's or Consultant's compliance with Data Protection Legislation;

(VII). at the written request of the Client, delete or return Personal Data (and any copies of the same) to the Client upon the termination of the Engagement unless required by the Data Protection Legislation to store the Personal Data; and

(VIII). maintain complete and accurate records and information to demonstrate compliance with all of this sub-clause.

(f). The Client, through a review and approval process, shall make sure that the Consultant has the appropriate technical or organisational measures in place, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, akin to harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and cost of implementing any measures. Such measures may include, where appropriate:

(I). pseudonymising and encrypting Personal Data;

(II). ensuring confidentiality, integrity, availability and resilience of its systems and services;

(III). ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and

(IV). regularly assessing and evaluating the effectiveness of the technical and organizational measures it adopts.

(g). The Consultant does not have the Client's permission to appoint any third-party processor or Personal Data under this agreement.

(h). The Consultant shall be personally liable for and shall indemnify the Client for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Consultant of the Data Protection Legislation, and shall maintain in force full and comprehensive Insurance Policies.

7. INTELLECTUAL PROPERTY

(a). The Consultant agrees that they shall assign to the Client all existing and future Intellectual Property Rights in the Works and the Inventions as well as materials that convey these rights to the fullest extent permitted by law. In the absence of automatic vesting conferred by law or by this agreement, the Consultant shall hold legal title to these rights and inventions on trust for the Client.

(b). The Consultant promises:

(I). to inform the Client in writing, the full details of any Inventions promptly on their creation;

(II). to maintain the confidentiality of details relating to all Inventions;

(III). to promptly hand over to the Client all correspondence, papers, records, and documents on all media (and all copies or abstracts of them), recording, or relating to any portion of the Works and the process of their creation, which are in the Consultant's possession, custody, or power, upon request from the Client and, in any event, upon the termination of the Engagement;

(IV). not to attempt to register or register any of the Intellectual Property Rights in the Works or any Inventions unless the Client specifically requests it; and

(V). to perform all actions necessary to confirm that absolute title in the Intellectual Property Rights in the Works and Inventions has passed or will pass to the Client.

(c). The Consultant warrants to the Client that:

(I). they have not granted and will not grant any third party permission to make use of any of the Works or Inventions, nor any of the Intellectual Property Rights in the Works;

(II). they are not aware of any third party making use of any of the Works or Intellectual Property Rights in the Works; and

(III). the Client's use of the Works or the Intellectual Property Rights in the Works will not result in an infringement of any third party's rights.

(d). The Consultant agrees to indemnify and keep the Client indemnified at all times for any costs, claims, damages, or expenses the Client incurs, or for which the Client may become liable, in connection with any intellectual property infringement or other claim pertaining to the Works or Inventions which the Consultant supplies the Client during the course of the Consultancy Services. The Consultant is responsible for maintaining sufficient liability insurance coverage, making sure the Client's interest is noted on the policy and providing the Client with a copy of the policy upon request. The Client may, at its discretion, deduct the amount of this indemnity (wholly or partly) from any payments owed to the Consultant.

(e). The Consultant waives all moral rights in the works to which they are currently or may in the future be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or other similar provisions of law in any false attribution, and they also undertake to not bring, support, maintain, or allow any action or claim to be brought to the effect that any treatment, exploitation, or use of works or other materials violates their moral rights.

(f). At the Client's expense, the Consultant agrees to execute all paperwork, submit all applications, provide all assistance, and take any other actions that the Client deems necessary to desirable to vest the Intellectual Property Rights and register them in the Client's name, as well as to defend the Client against allegations that works incorporating Intellectual Property Rights or Inventions violate third-party rights at any time during or after the Engagement.

(g). The Consultant irrevocably appoints the Client as their attorney in their name and on their behalf to execute documents, use the Consultant's name, and do all things necessary or desirable for the Client to acquire the maximum benefit of this clause for itself or its nominee.

8. INSURANCE AND LIABILITY

(a). The Consultant shall be personally liable for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages, or expenses, arising from any breach by the Consultantor a Subconsultant that the Consultant engages including any negligent or reckless act, omission, or default in the provision of the Consultancy Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.

(b). The Consultant is responsible for ensuring that the Insurance Policies selected are with reputable insurers that the Client approves of and that the Client also accepts and agrees to the level of cover and terms of the insurance.

(c). The Consultant shall provide the Client with copies of such Insurance Policies and evidence that the relevant premiums have been paid upon request.

(d). The Consultant must inform the insurers of the Client's interest and ensure that it is noted on the Insurance Policies.

(e). At all times, the Consultant shall comply with the terms and conditions of the Insurance Policies. If cover under the Insurance Policies lapses, is not renewed, or is changed in any material way, or if the Consultant is aware of any reason why cover under the Insurance Policies may lapse, be renewed, or be changed in any material way, the Consultant shall promptly notify the Client.

9. TERMINATION

(a). Notwithstanding the provisions of the preceding clauses relating to the term of this agreement, the Client reserves the right to terminate the Engagement with immediate effect and shall incur no liability for any further payment to the Consultant (except relating to amounts that have accrued before the Termination Date) if at any time the Consultant:

(I). commits any gross misconduct which affects the Client's business;

(II). commits any serious or repeated breach or non-observance of any of the provisions of this agreement, or refuses or neglects to follow the Client's reasonable and lawful directions;

(IV). is found guilty of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or other jurisdiction that imposes a fine or non-custodial penalty);

(III). is reasonably considered to be negligent or incompetent in the performance of the Consultancy Services by the Client;

(IV). is declared bankrupt, or enters into any arrangement with or for the benefit of their creditors, or has a county court administration issued against them under the County Court Act 1984;

(V). dies or is unable to provide the Consultancy Services, due to illness or accident, for the following period: ________;

(VI). commits any fraud or dishonesty, or acts in any way that, in the Client's opinion is likely to bring the Consultant or the Client into disrepute, or is materially adverse to the interests of the Client;

(VII). breaches the Client's policies and procedures in any way;

(VIII). violates any provision of the Bribery Act 2010; or

(IX). commits either the offence of facilitating tax evasion in the UK under Section 45(1) of the Criminal Finances Act 2017 or the offence of facilitating tax evasion in a foreign country or jurisdiction under section 46(1) of the Criminal Finances Act 2017.

(b). The Client's rights under the preceding clause of this agreement are without prejudice to any other legal right it may have to terminate the Engagement or to treat any breach of this agreement by the Consultant as having terminated the agreement. The Client's delay in exercising its termination rights does not imply a waiver of these rights.

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11. STATUS

(a). The Consultant's relationship with the client is that of an independent contractor; nothing in this agreement makes them an employee, worker, agent, or partner of the Client, and the Consultant shall not hold themselves out as such.

(b). This is a contract for services, not employment, hence the Consultant shall bear full responsibility for and must indemnify the Client for:

(I). any payments towards income tax, National Insurance and social security contributions as well as any other liability, deduction or contribution, assessment, or claim arising from or made in connection with the performance of the Consultancy Services, provided the recovery is not prohibited by law. The Consultant shall also cover all reasonable costs, expenses, and penalties, fines or interest that the Client incurs or has to pay because of a liability, deduction, contribution, assessment, or claim unless these costs, expenses, or penalties are the result of the Client's negligence or wilful default; and

(II) any liability that arises from a claim instituted by the Consultantor any Subconsultant relating to any employment-related claim or worker status claim against the Client originating from or in connection with the supply of the Consultancy Services, except where such claim is due to an act or omission of the Client.

(c). The Client has the absolute discretion to satisfy the indemnity (wholly or partially) by deducting the requisite amount from any payments owed to the Consultant.

12. NOTICES

(a). Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(I). delivered by hand to the address specified in this agreement, or as otherwise notified in writing to the other party.

(b). Unless proven otherwise, any notice shall be deemed to have been received if:

(I). if it is delivered by hand at the time the notice is left at the proper address.

(c). In the event that the deemed receipt of a notice under this agreement would occur outside of business hours at the location of receipt, it shall be deferred until the resumption of business hours. Under this clause, business hours is defined as 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday at the location of receipt.

13. ENTIRE AGREEMENT

(a). This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all earlier and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.

(b). Each party agrees that, in signing this agreement, it is not relying on any statement, representation, assurance, or warranty (whether made innocently or carelessly) that is not written in this agreement.

(c). Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement regarding any statement in this agreement.

14. VARIATION

For any variation of this agreement to be effective, it must be in writing and signed by the Parties (or their authorised representatives).

15. COUNTERPARTS

(a). The execution of this agreement may be in any number of counterparts. While each counterpart shall constitute a duplicate original, all counterparts together shall together make up one agreement.

(b). Each party must deliver an executed counterpart before a counterpart shall be effective.

16. THIRD-PARTY RIGHTS

(a). This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

(b). The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

17. GOVERNING LAW

(a). This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

18. JURISDICTION

(a). Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

This Contract has been entered into on the date stated at the beginning of it.

Signed by:

Client:

________, ________
on behalf of ________

______________________

Consultant:

________

______________________