Safe Systems Consultancy
THIS AGREEMENT is dated and is made BETWEEN XXXXX of XXXXX (“The Client”) and Safe Systems Consultancy (“the Consultancy”).
1.1 The Client shall engage the Consultancy and the Consultancy shall act for the Client on the terms and conditions set out in this agreement.
1.2 The Consultancy shall undertake the projects described in Schedule 1 to this agreement (“the Work”).
2 PERIOD OF CONSULTANCY
2.1 The Consultancy shall commence on XXXXX and shall continue until terminated as provided in this agreement
2.2 The Client may terminate the Consultancy by giving the Consultancy written notice expiring at any time if the Client considers that the Work will be completed early.
3 DUTIES AND RESPONSIBILITIES
3.1 The Consultancy shall be engaged to perform the Work outlined in Schedule 1 and shall give all advice and assistance on any matter in the scope of [its/his OR her] duties.
3.2 When the Work requires co-ordination with other persons working for the Client, the Consultancy shall make [itself/himself OR herself] available during normal business hours.
3.3 The Consultancy and the Client may agree to extra services and work, but any such extras must be set out and agreed to in writing by both the Consultancy and the Client.
3.4 The Consultancy undertakes that [he OR she] will:
3.4.1 perform such duties and exercise such powers as are assigned to the Consultant;
3.4.2 do all other things in the ordinary course of the Consultancy which the Client reasonably considers necessary;
3.4.3 not to do anything which is harmful to the Client or the business of the Client.
3.5 The Consultancy shall be entitled to procure the services of any other persons with suitable skills and experience as are necessary from time to time in order to complete the Work.
4.1 The Client shall pay the Consultancy as detailed in ‘the Work’ [and thereafter £275/day, £150/half day or £35/hour] payable no later than 15 days after invoice date.
4.2 The Consultancy shall render to the Client invoices on a weekly basis in respect of fees where necessary.
4.3 The Consultancy shall be reimbursed in full by the Client in respect of all expenses properly and reasonably incurred by it in connection with the performance of the duties under this agreement, subject to the production of such receipts as the Client may require.
4.4 Mileage charged at 45p per mile after the first 20 miles.
5.1 The Consultancy shall at all times keep secret and confidential all information relating to the Client, its business, finances and affairs or that of any of its subsidiaries and the projects, business, finances and affairs of its clients or customers and shall not (except as authorised or required by his duties) use or disclose to any person any information which the Consultancy acquires from the Client in connection with or as a result of the Consultancy or any information relating to the Work which arises out of the Consultant’s services under this agreement unless and until the Consultancy establishes that such information in its entirety is or has become public knowledge otherwise than by unauthorised disclosure in breach of this clause.
5.2 The Consultancy shall, on demand at any time and without demand on the termination of this agreement for any reason whatever, forthwith deliver up to the Client all records, reports, documents, drawings and other papers and all copies and extracts of them made or acquired by the Consultancy in the course of the Consultancy which shall be the property of the Client and may only be used for the purpose of the Work.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 The Consultancy shall communicate to the Client full details of all information which results from the Work (including any inventions or developments which are made or conceived by the Consultant) during the term of the Consultancy or within 6 months after its end (“the Results”).
IF CLIENT RETAINS IPR
6.2 Upon termination of the Work the Consultancy shall assign all rights, title and interest (including all intellectual property rights) in the Results to the Client with full title guarantee. The Consultancy shall without further remuneration but at the Client’s expense execute all documents and do all acts and things which the Client at any time during or after the Consultancy requires to obtain or maintain any patents or other protection in respect of the Results in any part of the world or to vest the Results in the Client.
OR IF Consultancy RETAINS IPR
6.2 Copyright to the Results is owned by the Consultant. Upon termination of the Work the Consultancy shall grant to the Client a royalty-free, world-wide, non-exclusive licence to use the Work undertaken by the Consultant. All intellectual property rights shall not transferred to the Client and shall remain the property of the Consultant.
7.1 The Consultancy shall have the right to terminate this agreement with immediate effect by notice in writing to the Client if the Client fails to make any payment when it becomes due.
7.2 The Consultancy may be terminated by either party by giving one month’s written notice to the other.
Any notices to be served on either of the parties by the other shall be sent by prepaid recorded de livery or registered post to the address of the other party stated in this agreement or such other address as the other party has notified.
9 NO PARTNERSHIP
The parties are not partners or joint venturers nor is the Consultancy an employee of the Client.
This agreement is with the Client and it may not sub-contract or assign any of its rights or obligations without the prior written consent of the Consultant.
No variation of this agreement or oral promise or commitment related to it shall be valid unless made in writing and signed by or on behalf of both the Consultancy and the Client.
12 GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with the law of the United Kingdom and the parties hereby submit to the exclusive jurisdiction of the courts.
SIGNED for/on behalf of XXXXX of XXXXX
Name (print) Signed Date
SIGNED for/on behalf Elaine Hutchinson of Safe Systems Consultancy XXXXX
SCHEDULE 1 —- THE WORK
- To provide ad hoc, as requested Health and Safety advice to XXXXX in the first instance on a pro rata basis of £275/day, £150/half day or £35/hour
- To provide further, on-going advice, as requested at the following costs (for financial year 2015/2016 only):
Consultant time £275/day, £150/half day or £35/hour per day, or pro rata as appropriate.
Health and Safety Audit of one site £600
Fire Risk Assessment Audit of one site £600
Health and Safety Policy of one company, with less than 12 employees £600
Health and Safety Template pack that is industry specific £100
Risk Assessment – generic £50, bespoke from £75
Method Statement – generic £50, bespoke from £75
CoSHH Sheets – individual £25/each, Five or more £20/each
Further annual reviews or additional work to that stated above to be agreed in advance and subject to new Terms and Conditions Agreement, should XXXXX decide to subscribe to a monthly support plan, the above works will form part of this agreement and will therefore be invoiced accordingly.