Parties:
"The Client" (Company):
The person, company or entity requiring and paying for the service
"The Consultant":
The person, company or entity providing the service at the agreed price
1. Consulting Services
1.1 The Client ENGAGES the Consultant to provide Consulting Services to the client relating to Provision of Layout Plan at Location as directed by Client and the Consultant AGREES to provide such services upon the terms and conditions hereinafter mentioned.
1.2 The Consultant shall during the period of this Agreement be entitled, after agreement from Client to engage other consultants and professional advisers on behalf of the Company to provide advice and assistance in relation to the services provided by the Consultant hereunder or otherwise as the Consultant may properly consider to be required in relation to affairs of the Company in respect of which the Consultant's services are provided and the Company shall pay all fees and expenses of such consultants and professional advisers.
1.3 Acceptance of the quotation, however given and subsequent commencement of services will be deemed as the Clients unconditional acceptance of this Agreement.
2 Parties Obligations
2.1 During the period of this Agreement the Consultant shall make his staff and equipment available to the Client for up to eight hours during each day of this Agreement at such times and at such locations as the Client and the Consultant shall agree from time to time.
2.2 The Consultant shall perform his obligations with reasonable care.
2.3 The Consultant will provide a Layout Plan in accordance with the Statutory Instrument. However any local amendments must be made known to the Consultant prior to the survey taking place. Likewise if there are any special conditions relating to the content of the Layout Plan, e.g. relative to the Operating Plan etc then these too must be made known to the Consultant prior to the survey taking place.
2.4 The Client shall ensure free access to all areas during our survey and hereby indemnifies the Consultant and agrees to pay all costs due to delays and disruption.
2.5 The Client shall provide us with the exact address, type and approximate area of the property to enable us to provide them with an estimate of the cost – this cost is not fixed and will be reviewed prior to submission of the Layout Plans. Any difference in area will be computed and charged to the Client, payment will secure the Plan.
2.6 The Client will provide any welfare facilities required by the Consultants staff, e.g. toilets, washing facilities etc at no cost to the Consultant.
3 Fee
The Client shall pay to the Consultant the fee as detailed in the quotation (such fee to be exclusive of value added tax if applicable). The fee will be payable prior to receipt of the services.
4 Expenses
The Client shall reimburse to the Consultant all travelling and other expenses reasonably incurred by him in the proper performance of his duties hereunder. These may include third party services agreed with the Client prior to purchase.
5 Duration and Termination
5.1 This Consulting Services Agreement shall commence with effect from date of quotation and shall continue until terminated by mutual consent.
5.2 The Consultant may forthwith terminate this Agreement by giving written notice to the Company if it:-
5.2.1 commits any breach of this Agreement and, in the case of a breach which is capable of remedy, the breach remains unremedied for 30 days after being called to the Companies attention
5.2.2 goes into liquidation (other than for the purposes of amalgamation or reconstruction), has a receiver appointed over a major part of its assets or makes any arrangement with his creditors generally or takes or suffers any similar action as a result of debt.
5.4 For the purposes of Clause 5.2.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance, provided that the time of performance is not of the essence.
5.5 Upon the termination of this Agreement for any reason:-
5.5.1 the Consultant shall be entitled to the full sum of his consulting fees to the date of termination, but he shall not be entitled to any other payment or compensation whatsoever in respect of such termination;
5.5.2 the provisions of Clauses 5 and 6 shall continue in force in accordance with these terms; and
5.5.3 except in respect of accrued rights, neither party shall be under any further obligation to the other.
5.6 Any waiver by either party of a breach of this Agreement shall not be considered as a waiver of a subsequent breach of the same or any other provision.
5.7 The rights to terminate this Agreement given by the Clause shall not prejudice any other right or remedy of either party in respect of the breach concerned or any other breach.
6 Nature of the Agreement
6.1 This Agreement is personal to the parties and neither party may assign mortgage or charge (otherwise than by floating charge) his rights hereunder, or sub-contract or otherwise delegate any of his obligations hereunder, to any third party, except with the written consent of the other party.
6.2 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent, or of employer and employee, between the Company and the Consultant.
6.3 This Agreement contains the entire agreement between the parties with respect to its subject matter and superseded all previous agreements and understandings between the parties with respect thereto and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
6.4 Each party acknowledges that, in entering into this Agreement, he or it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in this Agreement.
6.5 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
6.6 If any provision of this Agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
7 Confidential information
The Parties agree to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any information relating to the Parties technology, technical processes, business affairs or finances or any such information relating to a subsidiary, supplier, customer or client of the Parties where knowledge or details of the information was received during the period of this Agreement and upon termination of this Agreement for whatever reason the Consultant will deliver up to the Client all working papers or other material and copies provided to him pursuant to this Agreement or prepared by him either in pursuance of this Agreement or previously.
8 Tax liabilities
It is hereby declared that it is the intention of the parties that the Consultant shall have the status of a self-employed person and shall be responsible for all income tax liabilities and National Insurance or similar contributions in respect of his fees and the Consultant hereby indemnifies the Client in respect of any claims that may be made by the relevant authorities against the Client in respect of income tax or National Insurance or similar contributions relating to the Consultant's services hereunder.
9 Notice
Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending the same by email, post or recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.
10 Nothing in this Agreement shall be construed or have effect as constituting any relationship of employees and employer between the Client and the Consultant.
11 Scottish law shall apply to this Agreement.
12 We/I hereby apply for a Credit Account and agree to pay the account as stated in Clause 3 above, and being Director/Directors of the applicant Company, jointly guarantee performance of all of the Companies financial obligations to the Consultant and indemnify against any losses incurred by the Consultant. We/I agree to credit checks being conducted within the terms of the Data Protection Act 1998. We/I hereby confirm that no Debt Arrangement & Attachment (Scotland) Act 2002 Scheme has been entered into and hereby undertake to immediately inform the Consultant if such a scheme/agreement is entered into.