SUPPLY OF SERVICES AGREEMENT

THIS AGREEMENT is made on the date of last signature below between:

Parties

(1)

So what consulting ​

a company incorporated in England and Wales with registered number

11012494 + address (​

Supplier​

);

(2)

(​

Customer​

).

AGREEMENT

Meanings

1.

In this Agreement, the following words are defined:

Agreement

this agreement for the provision of the Services (as defined below)

including any schedules;

Confidential Information

in relation to either party, any information (whether or not stated to be

confidential or marked as such) which that party discloses to the other,

or which the other party obtains from any information disclosed to it by

that party, either orally or in writing or by any other means, under or in

connection with this Agreement;

Deliverables

all documents, items, plans, products, goods and materials supplied by

the Supplier, including any methodologies, ideas, designs, computer

programs, data, disks, tapes, and reports, in whatever form, which are

developed, created, written, prepared, devised or discovered by the

Supplier or its agents, sub-contractors, consultants and employees in

relation to the Services;

Effective Date

the date on which the Agreement is signed by all parties;

Equipment

any equipment, systems, tools, cabling, items, materials or facilities

requested or used directly or indirectly in the supply of the Services, by

the Supplier or its sub-contractors;

Intellectual Property

Rights

any invention, patent, utility model right, copyright and related right,

registered design, unregistered design right, trade mark, trade name,

internet domain name, design right, design, service mark, database rights,

topography rights, rights in get-up, rights in goodwill or to sue for passing

off and any other rights of a similar nature or other industrial or

intellectual property rights owned or used by the Supplier in any part of

the world whether or not any of the same is registered (or capable of

registration), including applications and the right to apply for and be

granted, extensions or renewals of, and rights to claim priority from, such

rights and all equivalent or similar rights or protections which subsist

now or will subsist in the future;

Services

the services which are set out and described in Schedule 1 of this

Agreement, together with any other services which the Supplier provides

or agrees to provide to the Customer through the change control

procedure set out below (​

Change Control​

);

Service Charges

the charges for the Services, which are set out in Schedule 2 of this

Agreement;

Specification

the description or specification for the Services as set out in Schedule 1

of this Agreement or as otherwise agreed between the parties through

Change Control;

Working Day

any day other than a Saturday, Sunday or public holiday in England and

Wales.

2.

In this Agreement, unless the context requires a different interpretation:

a.

the singular includes the plural and vice versa;

b.

references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses,

schedules or appendices of this Agreement;

c.

a reference to a person includes firms, companies, government entities, trusts and

partnerships;

d.

"including" is understood to mean "including without limitation";

e.

reference to any statutory provision includes any modification or amendment of it;

f.

the headings and sub-headings do not form part of this Agreement; and

g.

"writing" or "written" will include fax and e-mail unless otherwise stated.

Provision of Services

3.

The Supplier shall provide the Services to the Customer on the terms and conditions of this

Agreement from the Effective Date and as set out in Schedule 1.

4.

The Services will be provided by the Supplier either:

a.

on an on-going basis; or

b.

in response to each request from the Main Contractor from time to time

as specified in Schedule 1.

5.

The Agreement begins on the Effective Date and will continue until either party serves notice to

terminate under the clause below (​

Termination​

).

6.

The Supplier shall provide the Services (including any Deliverables) in accordance with the

Specification in all material respects. Time is of the essence for any dates for delivery of the

Services under this Agreement, unless specifically stated otherwise in any schedule.

7.

The Supplier shall perform the Services with reasonable care and skill, in accordance with:

a.

generally recognised commercial practices and standards in the applicable industry; and

b.

all laws and regulations applicable to the Services, including all laws and regulations related to

(i) anti-bribery and corruption, and (ii) data protection.

Customer's Obligations

8.

No amendment shall be made to Schedule 1 except on terms agreed in writing by the Parties in

accordance with the clause below ​

Change Control​

.

9.

The Customer must:

a.

co-operate with the Supplier in all matters relating to the Services;

b.

provide, in a timely manner, any Equipment, materials and any information as the Supplier may

reasonably require; in the case of Equipment, the Customer shall ensure that it is in good

working order and suitable for the purposes for which it is used, and in the case of information,

the Customer shall ensure that it is accurate in all material respects;

c.

obtain and maintain all necessary licences and consents and comply with all relevant

legislation in relation to the Services before the date on which the Services are to start;

Defective Services

10.

The Supplier shall promptly notify the Customer of:

a.

any delays or problems from time to time in the provision of the Services of which the Supplier

becomes aware;

b.

any circumstances from time to time which may prevent the Supplier from providing the

Services in accordance with this Agreement together with (where practicable)

recommendations as to how such circumstances can be avoided; and

c.

any complaint (whether written or not) or other matter which comes to its attention and which it

reasonably believes may give rise to any loss by or claim against the Customer or which may

result in any adverse publicity for the Customer.

11.

The Customer shall, without limiting any right or remedy of the Customer, promptly report to

the Supplier any defects in the Supplier's performance of the Services as soon as reasonably

practicable after any such defect comes to the attention of the Customer.

12.

Where any defect in the provision of the Services is reported to the Supplier by the Customer

or otherwise comes to the attention of the Supplier, the Supplier shall, without limiting any other

right or remedy of the Customer, use its reasonable endeavours to provide such further services as

are necessary in order to rectify the default as soon as is reasonably practicable and give the

Customer a credit against the Service Charges calculated in accordance with Schedule 2.

Charges, Payment And Time Records

13.

In consideration of the provision of the Services by the Supplier, the Customer shall pay the

Service Charges as set out in Schedule 2 which specifies whether the charges are on a time and

materials basis, a fixed price basis or a combination of both. Time is of the essence for the

payment of the Service Charges.

14.

All charges quoted to the Customer are exclusive of VAT, as the Supplier is not currently VAT

registered (under threshold). Should this change you will be informed in writing as soon as

possible after the change.

15.

Where Services are provided on a time and materials basis:

a.

the charges payable for the Services shall be calculated in accordance with the Supplier's

standard hourly fee rates and are calculated on the basis of ​

TBC​

with hours to be worked

between 9 am and 5 pm on Working Days and otherwise by arrangement between the parties;

b.

the Supplier will ensure that every individual whom it engages in relation to the Services

completes time sheets recording time spent on the Services or Deliverables; and

c.

the Supplier will invoice the Customer monthly in arrears for its charges for time, expenses and

materials (together with VAT where appropriate) for the month concerned, accompanied by any

relevant receipts for any Equipment, materials and expenses as incurred in accordance with the

clause below.

16.

Where Services are provided for a fixed price, the total price for the Services is set out in

Schedule 2. Upon completion of the Services or when an agreed instalment is due, the Supplier

shall invoice the Customer for the charges that are then payable, together with any Equipment,

materials and expenses, which have not been expressly included in the fixed price and VAT.

17.

Expenses incurred by the Supplier may include: the cost of hotel, subsistence, travelling and

any other expenses reasonably incurred by the individuals whom the Supplier engages in

connection with the Services, the cost of any materials and the cost of services reasonably and

properly provided by third parties and required by the Supplier for the supply of the Services. Any

expenses must be pre-approved by the Customer in writing. Such expenses, materials and third

party services must be invoiced by the Supplier at cost, together with VAT, which the Supplier will

add to its invoices at the appropriate rate. Expenses incurred are likely to be in relation to

advertising rates, as charged through Facebook and image purchasing.

18.

The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared

funds, within 14 days of receipt (which shall be determined in accordance with the section below

(​

Notices​

)) to a bank account nominated in writing by the Sub-contractor (the ​

Due Date​

).

19.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay

the Supplier on the Due Date:

a.

the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the

Bank of England base rate at the relevant time. Such interest will accrue on a daily basis from

the due date until actual payment of the overdue amount, whether before or after judgment.

The Supplier may choose to charge statutory interest due. The Customer shall pay the interest

Confidentiality

34.

Each party will only use Confidential Information to perform its obligations under the

Agreement and will not cause or allow the information to be disclosed except:

a.

where required by law, court order or any governmental or regulatory body;

b.

to any of its employees, officers, sub-contractors, representatives or advisers who need to

know the information in order to discharge its obligations under the Agreement and agree only

to use the information for that purpose and not to cause or allow disclosure of that information;

c.

where the information has become generally available to the public (other than as a result of

disclosure in breach of the Agreement by the party or any of its employees, officers,

sub-contractors, representatives or advisers);

d.

where the information was available or known to it on a non-confidential basis before being

disclosed under the Agreement; or

e.

where the information was developed by or for it independently of the Agreement and is

received by persons who are not the disclosing party.

Intellectual Property

35.

Subject to the clause below, the Supplier reserves all Intellectual Property Rights (if any)

which may subsist in any Deliverables, or in connection with, the provision of the Services. The

Supplier reserves the right to take such action as may be appropriate to restrain or prevent the

infringement of such Intellectual Property Rights.

36.

The Supplier licenses all such rights to the Customer free of charge and on a non-exclusive,

worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of

the Deliverables and the Services.

37.

If this Agreement is terminated, this licence will automatically terminate.

Data Protection

38.

Each party warrants and represents that it has made, and undertakes that at all times during

the term of this Agreement it will maintain, any notification and registration required under the

Data Protection Act 1998 (DPA) that relate to the performance of its obligations under this

Agreement.

39.

Each party undertakes that in the performance of this Agreement it will comply with the ​

DPA​

,

and in particular the Data Protection Principles set out in the DPA, and with any guidance issued

from time to time by the Information Commissioner.

Anti-Bribery

40.

The Supplier and its agents, sub-contractors, consultants or employees shall:

a.

comply with all applicable laws, regulations, statutes, and codes relating to anti-bribery and

anti-corruption including but not limited to the Bribery Act 2010 (​

Bribery Laws​

);

b.

not commit an offence under sections 1, 2 or 6 of the Bribery Act 2010;

c.

comply with the Customer's Anti-Bribery Policy annexed to this Agreement in the respective

Schedule (as updated from time to time) and any relevant industry code related to Anti-Bribery

(​

Bribery Policies​

);

d.

shall have, maintain, and enforce throughout the term of this Agreement its own policies and

procedures, to ensure compliance with the Bribery Laws and the Bribery Policies; and

e.

promptly report to the Customer any request or demand for any undue financial or other

advantage of any kind received by the Supplier in connection with the performance of this

Agreement.

Non-Solicitation

41.

The Customer shall not, without the prior written consent of the Supplier, at any time from the

date of this Agreement to the expiry of 6 months after the last date of supply of the Services or

termination of this Agreement (whichever is the latest), solicit or entice away from the Supplier or

employ or attempt to employ any person who is, or has been, engaged as an employee, consultant

or sub-contractor of the Supplier in the provision of the Services.

Circumstances beyond the control of either party

42.

Neither party shall be liable for any failure or delay in performing their obligations where such

failure or delay results from any cause that is beyond the reasonable control of that party.

43.

Such causes include, but are not limited to: power failure, Internet Service Provider failure,

acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of

buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any

action taken by a government or public authority, including without limitation imposing an export

or import restriction, quota or prohibition, or any other event that is beyond the control of the party

in question.

44.

The party affected by a circumstance beyond its control shall use all reasonable endeavours

to mitigate the effect of the force majeure upon the performance of its obligations.

45.

The corresponding obligations of the other party will be suspended to the same extent as

those of the party affected by a force majeure event.

46.

If the delay continues for a period of 90 days, either party may terminate or cancel the

Services to be carried out under this Agreement.

Termination

47.

Either party may terminate this Agreement by giving the other party 4 weeks' prior written

notice.

48.

A party may terminate the Agreement immediately by giving written notice to the other party if

that other party:

a.

does not pay any sum due to it under the Agreement within 35 days of the due date for

payment;

b.

commits a material breach of the Agreement which, if capable of remedy, it fails to remedy

within 30 days after being given written notice specifying full particulars of the breach and

requiring it to be remedied);

c.

persistently breaches any term of the Agreement;

d.

is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its

debts as they fall due;

e.

is a company over any of whose assets or property a receiver is appointed;

f.

makes any voluntary arrangement with its creditors or (if a company) becomes subject to an

administration order (within the meaning of the Insolvency Act 1986);

g.

(if an individual or firm) has a bankruptcy order made against it or (if a company) goes into

liquidation;

h.

undergoes a change of control (within the meaning of section 1124 of the Corporation Tax Act

2010); or

i.

(if an individual) dies or as a result of illness or incapacity becomes incapable of managing his

or her own affairs.

Consequences of Termination

49.

On termination or expiry of this Agreement:

a.

the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid

invoices and interest and, in respect of Services supplied but for which no invoice has been

submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

b.

the Customer shall, within a reasonable time, return all of the Supplier's Equipment and any

relevant Deliverables remaining the property of the Supplier. Until they have been returned or

repossessed, the Customer shall be solely responsible for their safe keeping.

50.

Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or

liabilities of the parties that have accrued up to the date of termination or expiry, including the right

to claim damages in respect of any breach of the agreement which existed at or before the date of

termination or expiry.

51.

Other than as set out in the Agreement, neither party shall have any further obligation to the

other under the Agreement after its termination.

General

52.

This Agreement contains the whole agreement between the parties relating to its subject

matter and supersedes all prior discussions, arrangements or agreements that might have taken

place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or

fraudulent misrepresentation.

53.

No party may assign, transfer or sub-contract to any third party the benefit and/or burden of

the Agreement without the prior written consent (not to be unreasonably withheld) of the other

party.

54.

No variation of the Agreement will be valid or binding unless it is recorded in writing and

signed by or on behalf of both parties.

55.

The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no

third party has any right to enforce or rely on any provision of the Agreement.

56.

Unless otherwise agreed, no delay, act or omission by a party in exercising any right or

remedy will be deemed a waiver of that, or any other, right or remedy.

57.

A provision which by its intent or terms is meant to survive the termination of the Agreement

will do so.

58.

If any court or competent authority finds that any provision (or part) of the Agreement is

invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be

deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement

will not be affected.

59.

Unless specifically provided by the parties, nothing in the Agreement will establish any

employment relationship, partnership or joint venture between the parties, or mean that one party

becomes the agent of the other party, nor does the Agreement authorise any party to enter into any

commitments for or on behalf of the other party.

60.

Any notice (other than in legal proceedings) to be delivered under the Agreement must be in

writing and delivered by pre-paid first class post to or left by hand delivery at the other party's

registered address or place of business, or sent by email to the other party's main business email

address as notified to the sending party. Notices:

a.

sent by post will be deemed to have been received, where posted from and to addresses in the

United Kingdom, on the second Working Day and, where posted from or to addresses outside

the United Kingdom, on the tenth Working Day following the date of posting;

b.

delivered by hand will be deemed to have been received at the time the notice is left at the

proper address; and

c.

sent by email will be deemed to have been received on the next Working Day after sending.

Governing law and jurisdiction

61.

This Agreement shall be governed by and interpreted according to the law of England and

Wales and all disputes arising under the Agreement (including non-contractual disputes or claims)

shall be subject to the exclusive jurisdiction of the English and Welsh courts.

The parties have signed this Agreement on the date(s) below:

 

Signed:

for and on behalf of

Dated:

 

Signed:

on behalf of

Dated:

© 2019 by So What Consulting Limited

Company number: 11012494

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