DATED
(1) COMPANY
(2) Norman Grant T/A BUSINESS SENSE
self employed contractor AGREEMENT
THIS AGREEMENT is made the day of
BETWEEN:
(1)Name of Company> a company registered in <Country of Registration> under number <Company Registration number> whose registered office is at <Registered office> (“the Company”) and
(2)Norman Grant T/A Business Sense whose address is at:
125 Tubbenden Lane
Orpington
Kent BR6 9PP (“the Contractor”)
WHEREAS:
(1)The Company appoints the Contractor to provide Support Services (“the Services”) to the Company and the Contractor agrees to provide such Services for the Duration of the Agreement and upon the terms and conditions in the Agreement.
(2)The Contractor shall not be employed by the Company but shall be self employed for the Duration of this Agreement.
IT IS AGREED as follows:
1.Definitions
1.1In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
1.1.1 Commencement Date: <Insert Date of Agreement>
1.1.2Services: The Services to be performed by the Contractor under this Agreement and which include:
1.1.2.1Identifying alternative suppliersto those currently used by the Company and/or negotiating with current suppliers or Government/local authority departments with a view to reducing the Company’s costsand, to completeany subsequent and related paperwork as necessary and required by the Company;
and
1.1.2.2Such other services as the Company and the Contractor may agree upon from time to time, during the Duration of this Agreement.
1.1.3Termination Date: the date on which the Contractor’s appointment hereunder is terminated.
1.1.4WRITING includes telex, cable, facsimile transmission, email and comparable means of communication..
1.1.5The headings in the Conditions are for convenience only and shall not affect their interpretation.
2.Duration of the Agreement
The Agreement shall commence with effect from the Commencement Date<Insert Date of Agreement> until terminated in accordance with Clause 8.
3.Contractor’s Obligations
3.1For the duration of the Agreement the Contractor shall:
3.1.1perform the Contractor’s Services described in Clause 1 ofthis Agreement;
3.1.2perform their obligations in an expert and diligent manner and to the best of their abilitybut time will not be of the essence in the performance of these obligations.
3.2The Contractor is NOT an authorised signatory of the Company and shall not make any binding agreements on behalf of the Company with suppliers or person or any other legal entity, either written or verbal, unless specific written authority is given by the Company in a separate instruction for each and every occasion it’s required. The Company does hereby authorise the Contractor to enter into preliminary discussions with alternative suppliers and to provide them with details of current usage, cost, references etc as necessary, in order to obtain quotations.
4.Fee
4.1The Company shall pay to the Contractora fee for the provision of the Services based on the following:
a)For all services performed under Clause 1.1.2.1 above: A fee equating to an agreed percentage (not exceeding 40%) of the identified savingincluding any back-dated sums and sums calculated over the following 12 months, excluding Value Added Tax. Note: When the Company has been notified that the Contractor is using a ‘contracted’ supplier, the fee will be paid by the supplier and not the Company
b)For all services performed under Clause 1.1.2.2 above: The fee to be agreed by both parties prior to work commencing
4.2These feesshall be paidwithin 30 days of the date of the relevant invoice in Sterling in cleared funds to such bank in the UK as the Contractor may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.When agreed by both parties, sums due for services provided under Clause 1.1.2.1 above may be paid as three equal payments invoiced monthly. Any Value Added Tax shall be shown separately on the invoice.
4.3The time of payment shall be of the essence. If the Company fails to make any payment on the due date then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force fromtime to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 6% and the base rate of NatWest Bank from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
4.4If there are periods when there are no Services for the Contractor to perform, the Contractor shall not be paid a retainer for those periods. Fees are payable only in respect of Services provided.
5.Tax Liabilities
5.1The Contractor warrants and represents to the Company that they are an independent contractor of self-employed status.
5.2The Contractor undertakes to the Company that they will:
5.2.1pay all tax and National Insurance contributions in relation to payments made to them by the Company pursuant to this Agreement; and
5.2.2indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of tax, National Insurance or similar contributions relating to the Services.
6.No Employment
Nothing in this contract shall render the Contractor an employee of the Company and the Contractor hereby agrees that heis a self-employed Contractor and not an employee of the Company.
7.Confidential Information
7.1The Contractor shall neither throughout the Duration of this Agreement (except in the proper performance of their obligations) nor at any time (without limit) after the termination thereof, directly or indirectly:
7.1.1use for their own purposes or those of any other persona, company, business entity or other organisation whatsoever;
7.1.2disclose to any person, company, business entity or other organisation whatsoever;
any trade secrets or confidential business information relating or belonging to the Company or its associated companies, including but not limited to any such information relating to customers, customer lists or requirements, price lists of pricing structures, marketing and sales information, business plans or dealings, employees or officers, financial information and plans, designs, formulae, specific technical information, research activities, any document marked “Confidential”, or any information which they have been told is confidential or which they might reasonably expect the Company would regard as confidential, or any information which has been given to the Company or any associated company in confidence by customers, suppliers and other persons.
7.2The Contractor shall not at any time throughout the Duration of this Agreement make any notes or memoranda relating to any matter within the scope of the Company’s business, dealings or affairs otherwise than for the benefit of the Company or any associated Company.
7.3The obligations contained in Sub-Clause 7.1 above shall cease to apply to any information or knowledge which may subsequently come into the public domain after the termination of this Agreement, other than by way of unauthorised disclosure.
8.Termination
8.1Either Party may terminate this Agreement at any time without notice and without giving any reason for such termination.
8.2This Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:
8.2.1either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 10 days of written notice of such failure from the other Party; or
8.2.2either Party goes into bankruptcy or liquidation – either voluntary or compulsory – save for the purposes of bona fide corporate reconstruction or amalgamation, or if a receiver is appointed over the whole or any part of that Party’s assets.
8.3The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.
9.Company Property
On the termination of this Agreement, the Contractor must immediately return to the Company in accordance with its instructions all equipment, correspondence, records, specifications, software, models, notes, reports and other documents (and any copies thereof) and any other property belonging to the Company or its associated Companies which are in their possession or under their control. The Contractor will, if so required by the Company, confirm in writing that they have complied with their obligations under this Clause 9.
10.Law and Jurisdiction
This Agreement is to be governed by and construed in accordance with the Laws of England and Wales and the Parties hereto submit to the exclusive jurisdiction of the English and Welsh Courts in respect of any dispute and/or legal proceedings in respect of this Agreement and any matter arising hereunder.
SIGNED by
<Name and Title of person signing for the Company>
for and on behalf of <Company Name>
SIGNED by
NORMAN GRANT
for and on behalf of BUSINESS SENSE