Terms of service.

Consultancy Agreement

Date: May 2024

Parties

Consultant: Kitty Walker
Client: Multiple Clients

Agreement

This Consultancy Agreement ("Agreement") regulates the appointment of the Consultant to provide services to the Client for the agreed period ("Term"). The Consultant agrees to provide the services ("Services") as outlined in this Agreement.

This Agreement constitutes the entire understanding between the parties. Neither party has relied on any representation, oral or written, that is not expressly included in this Agreement.

Services

The Client engages the Consultant to provide the Services as specified. The Consultant agrees to deliver the Services for the Term, adhering to the conditions set forth in this Agreement.

Client Responsibilities:

  • The Client will provide all necessary documents, materials, data, and information ("Documents") at its own expense and in a timely manner to enable the Consultant to deliver the Services.

  • The Client shall cooperate reasonably with the Consultant in all matters relating to the performance of the Consultant’s obligations.

  • The Client will grant the Consultant access to relevant information, records, and other materials required for the Services.

  • The Client is responsible for complying with all relevant laws and regulations, including data protection laws.

Consultant Responsibilities:

  • The Consultant will deliver the Services with reasonable care and skill.

  • The Consultant does not guarantee any outcome or undertake any responsibilities on behalf of third-party suppliers or service providers.

Intellectual Property:

  • The Client retains ownership of all intellectual property rights in the Client's Documents.

  • The Consultant retains ownership of all intellectual property rights in the Consultant's documents and materials, with the Client having the right to use these during the Term.

Fees, Expenses, and Charges

  • The Client agrees to pay the consultancy fees and charges ("Fees") as outlined in the relevant schedule.

  • The Consultant may not vary the Fees during the Term without the Client’s prior written approval.

  • All Fees are exclusive of VAT, which the Client will be liable to pay at the applicable rate.

  • The Client is responsible for reimbursing the Consultant for all out-of-pocket expenses incurred in connection with the Services.

  • If payments are delayed, the Consultant is entitled to charge interest on overdue amounts at a rate of 4% above the base rate of Lloyds Bank.

Warranties and Liability

  • The Consultant warrants that the Services will be provided with reasonable care and skill.

  • The Consultant is not liable for any indirect, special, or consequential losses incurred by the Client.

  • The Client indemnifies the Consultant against any losses arising from infringement of third-party rights due to the use of Client-provided materials.

  • The liability of the Client to the Consultant under this Agreement shall not exceed the amount of Fees paid for the Services.

Termination

This Agreement may be terminated:

  • By either party immediately upon material breach of any term if not remedied within 30 days of notice.

  • By either party with 1 months written notice.

  • By the Consultant if the Client fails to pay any due sums.

  • By either party if the other suffers insolvency.

  • By the Client if a conflict of interest arises or if the Consultant engages in prejudicial conduct.

Upon termination, all outstanding rights and obligations will continue to be enforceable.

Notices

Notices or communications under this Agreement must be in writing and delivered by hand, post, fax, or email. Notices are deemed received upon delivery, three working days after posting, or upon transmission.

Miscellaneous

  • This Agreement excludes all other warranties, terms, and conditions to the fullest extent permitted by law.

  • Any conflict between this Agreement and the Schedule will be resolved in favor of this Agreement.

  • No waiver of any breach will be considered a waiver of subsequent breaches.

  • This Agreement does not create any partnership, joint venture, or agency relationship unless expressly provided.

  • The Consultant will act in good faith and disclose any potential conflicts of interest.

  • The Consultant cannot assign rights or obligations under this Agreement without the Client’s written consent.

  • References to statutes include any amendments or replacements.

Law

This Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English and Welsh courts.