PROFESSIONAL SERVICES AGREEMENT
This Agreement is made on and between you (the client)
And
I Want Fish & Chips Ltd (the Service Provider, we or our).
1. Definitions
Services: The Services to be carried out by the Service Provider.
Invoice Date: The date for which the Services are to be invoiced to the Client.
2. Appointment
With effect from the Commencement Date, the Service Provider is (subject to Clause 8) appointed as a Service Provider to the Client to carry out the services stated in the Schedule, unless this Agreement is terminated by either party serving not less than one month’s notice in writing on the other.
3. Responsibilities
The Service Provider agrees:
3.1 To provide the Services on the Commencement Date in accordance with the agreed Schedule with the Client, to be carried out using reasonable skill and care.
3.2 To carry out the Service in a professional and diligent manner and provide Services to the best of our commercial, technical and creative skills.
3.4 To the best of our ability, promptly and faithfully to comply with and observe all reasonable requests which may be made by the Client.
To keep the Client informed of progress on the Services in which we are engaged and if required, will produce written reports on the same. We endeavour to consider any reasonable requests made by the Client.
3.5 In the event that we fail to perform the Services with reasonable care and skill, we shall carry out any and all necessary remedial action at no additional cost to the Client.
The Client agrees:
3.6 That they are not reliant upon marketing materials or descriptive matter in the signing of this Agreement.
4. Fee
4.1 Fees for the Service will be as follows: Investment agreed per month for social media management as explained in the Schedule.
5. Invoices and Payment
5.1 Unless otherwise agreed in writing between the parties or else determined in this Agreement, invoices will be submitted one week following signed contracts. Payment will be required within 7 business days of the invoice raised. Management contracts are invoiced immediately due to the amount of preparation work required for each month’s contract.
5.2 Late payment may result in the issue of County Court proceedings against the Client for judgement for the recovery of the sum.
5.3 If this happens we will also claim our legal costs and interest at 8% per annum on the debt in accordance with Section 69 of the County Courts Act 1984.
6. Expenses and Mileage
6.1 Expenses are included within the proposal price unless the project is to take place at an establishment other than the Client’s main base. If this is the case, expenses will be discussed and will be added to the relevant invoice or invoiced separately subject to agreement with the Client.
6.2 Expenses include, but are not exclusive of accommodation, rail travel, air travel, subsistence and resources.
7. Confidentiality
7.1 We hereby agree that during the course of our appointment under this Agreement we may obtain knowledge of confidential information with regard to the business of the Client and those of the Clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), (including in particular (specify relevant matters)) and accordingly, we hereby undertake to and covenant with the Client that:
7.1.1 We shall not at a time after the Terminate Date use or procure the use of the name of the Client in connection with our own or any other name in any way calculated to suggest that we continue to be connected with the business of the Client or in any way hold our self out as having such connection;
7.1.2 We shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services; and
7.1.3 We shall not at any time after the date of this Agreement (save as required by Law) disclose or divulge to any person other than to officers or employees of the Client who province it is to know the same any Confidential Information and we shall use our best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.
8. Delivery of Documents
8.1 Upon the expiration or termination of our appointment under this Agreement we shall forthwith deliver up to the Client or its authorised representative all relevant papers, resources and materials which may be in our possession or control and which are the property of the Client. No copies of the same shall be retained and if required we will make a declaration that the whole of this clause has been complied with. The Service Provider continues to own any and all template designs it may have created prior to this Agreement. The Service Provider will further own any template designs it may create as a result of this Agreement.
9. Client Care
9.1 We strive to exceed Client expectations; as such we operate a Client feedback process on completion of projects. If however at any time you have reason to be dissatisfied in any way during this Agreement please contact us via the Director. You can do this by email, info@iwantfishandchips.co.uk, call Ben Wright on 01724 405410 or write to him at the office. We will endeavour to reply to your comments and resolve any problems.
10. Cancellation or Deferment
10.1 We recognise that not everything goes to plan all the time, and coordinating training, development, events or programmes is not always easy. As such as have had to adopt the following approach to cancellations or deferments.
10.2 Cancelling an event (day or programme) where there is no intent to reschedule will result in the full invoice being due immediately in addition to any incurred costs.
10.3 The Service Provider shall have the right to discontinue immediately all work for the Client should the Client or another person petition for his bankruptcy, or the Client be declared insolvent, or the Client be placed into administrative receivership or be generally unable to pay their bills as they become due.
10.4 The Service Provider will not carry out any illegal activities on behalf of the Client. Any requirement in this respect will nullify this Agreement in respect of performance and we will be entitled to recover in full all fees and expenses.
10.5 Social Media Coaching social media management, fixed-term contracts and/or search engine optimisation training will require 30 days’ notice of cancellation by either party.
10.6 Deferment of an event (day or programme) is subject to the following:
i. Deferment five or less working days before delivery is due to take place, the full fees for the Services to be provided will be due.
ii. Deferment ten or less working days before delivery is due to take place, 50% of the full fees for the Services to be provided will be due.
iii. Deferment twenty or less working days before delivery is due to take place, 25% of the full fees for the Services to be provided will be due.
11. Force Majeure
11.1 Whilst the Service Provider agrees to use their best endeavours to perform the contract for the Client as specified, the Service Provider will not be responsible for any delays or failure to complete the contract which are beyond their control and which could not have been reasonably predicted.
11.2 Where the delay caused by third-party events outside either party’s control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances, the Client will not make any further payment of Fees, but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and the Service Provider will be entitled to recover any costs already incurred.
12. Waiver
12.1 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which he or she is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement
12.2 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all parties to this Agreement.
13. Continuation of Service
13.1 In the event of annual leave, sickness or other unforeseen circumstances the Client’s accounts will continue and their service provision will not change. The Service Provider will outsource the work (to an equally qualified Company) so that the activity will continue. In the event of the above, the Service Provider will give the Client sufficient notice. This Agreement includes a Confidentiality Agreement to ensure no discussion of the Client’s accounts activities will take place outside of this short-term arrangement.
14. Communications
14.1 Any communications to be given pursuant to the terms of this Agreement shall be in writing and shall be delivered by hand or sent by first class post to the address of the Client as set out in this Agreement or such other addresses (being in Great Britain) as the Client may from time to time have notified for the purpose of this Clause.