LEVEL MARKETING of:
Unit 4, Yew Tree Business Centre, Hope, Flintshire LL11 5YX
a company incorporated in England and Wales with the registration number 8514519
(hereafter the “Service Provider”)
GLOBAL LINGO of:
Edinburgh House – Unit LG05, 170 Kennington Lane, London, SE11 5DP, UK
(hereafter the “Client”)
1. The Services to be provided are:
Key Employee Cover for a period of 12 months
2. The Fee is:
£2,500 per month
3. The Minimum Time Provision is:
Hours required as determined by the details of the client brief
4. The specified persons to work on behalf of the Service Provider are:
The Client has requested that the Service Provider provide certain services to the Client.
The Service Provider has the skills, qualifications and expertise required to provide the required Services (as defined below) to the Client.
This Agreement is entered into between the parties for the supply of Services (as defined below) by the Service Provider to the Client as further detailed and set out in the Specification subject to the provisions of this Agreement.
The Service Provider and the Client agree to be bound by this Agreement in respect of the supply of the Services by the Service Provider to the Client.
The Client acknowledges that it has read this Agreement and understands and agrees to be bound by it.
IT IS AGREED:
In this Agreement, the following words shall have the following meanings:
a) ‘Commencement Date’ means 01/09/2020;
b) ‘Minimum Term’ means the following period:
c) ‘Services’ means the specific services to be provided by the Service Provider as set out in this Agreement and the Specification
d) ‘Fee(s)’ means the sum to be calculated as set out in the Specification
e) ‘Minimum Time Provision’ means the period of time to be spent by the Service Provider in providing the Services as set out in the Specification
f) ‘Parties’ means the Service Provider and the Client, and ‘Party’ shall mean either one of them;
g) ‘Specification’ means the terms and specifics set out in the section entitled Specification;
a) The Service Provider shall provide the Services to the Client in consideration for the Client paying the Fee to the Service Provider, subject to the provisions of this Agreement.
b) The Service Provider shall start providing the Services on the Commencement Date.
c) The Services shall only be performed by the persons set out in the Specification otherwise agreed by the Parties.
d) The Service Provider shall work for at least the Minimum Time Provision.
e) The Service Provider will regularly inform the Client as to how much time has been spent by the Service Provider in providing the Services and at any time will provide a breakdown of time spent on request by the Client.
f) If the Service Provider dedicates more than the Minimum Time Provision to the Agreement, the Fee will not be increased unless prior written approval is given by the Client and any such Fee increase has been agreed by both Parties.
g) If the Service Provider does not spend at least the Minimum Time Provision in providing the Services, the Fee will be reduced pro-rata for the percentage of the Minimum Time Provision actually committed, or otherwise in accordance with the Fee structure set out in the Specification, unless otherwise agreed.
The Service Provider shall provide the Services in such places and locations as the Service Provider considers appropriate to the type and nature of the requirements of the Client.
4 FEES AND PAYMENTS
a) The Service Provider shall be entitled to invoice the Client monthly
b) The payment of the Fees shall be made by the Client to the Service Provider within the following period on receipt of invoice:
c) All amounts stated are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.
d) If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in the Agreement, the Service Provider shall be entitled to:
i) charge interest on the outstanding amount at the rate of 4% per year above the Bank of England base rate accruing daily;
ii) require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed;
iii) not perform any further Services (or any part of the Services).
5 CLIENT’S OBLIGATIONS
a) During performance of the Services the Client will:
i) co-operate with the Service Provider as the Service Provider reasonably requires;
ii) provide the information and documentation that the Service Provider reasonably requires;
iii) ensure that the Client’s staff and agents co-operate with and assist the Service Provider;
6 OWNERSHIP AND INTELLECTUAL PROPERTY
a) In connection with the provision of the Services the Service Provider may generate, create, write or produce reports, advice, analyses, designs, methodologies, code or any other output (hereafter defied as “Output”) as required in accordance with this Agreement.
b) Unless otherwise agreed by the Parties, any copyright and database right (and any other intellectual property rights) in the Services and/or any Output (or any other material created or prepared) created and provided to the Client by the Service Provider in accordance with, and specifically for the purposes of, this Agreement shall belong to the Client.
c) Any copyright and database right (and any other intellectual property rights) in any other materials (“Ancillary Materials”) provided to the Client, which were not created pursuant to this Agreement, or which are specified to belong to the Service Provider, shall belong to the Service Provider.
a) Each Party (‘Receiving Party’) shall keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the purpose of performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.
b) ‘Confidential Information’ means all information relating to the Supplying Party which might fairly be considered to be of a confidential nature and includes, but is not limited to:
i) information of whatever nature, without limitation, which is obtained in any form by the Receiving Party from the Supplying Party or its advisers, or by observations during visits, or by demonstrations;
ii) information of whatever nature relating to the business activities, practices and finances of the Supplying Party ;
iii) any evaluation material, design work, strategic plans and ideas, innovations, creative plans, concepts and ideas and any other plans or ideas developed by the Supplying or on its behalf whether relating specifically to the Services or otherwise;
iv) any information derived from the information falling within (i), (ii) or (iii) above;
v) any copy of any of the foregoing; and
vi) the fact that discussions are taking place between the parties to this Agreement
but does not include information which is:
vii) publicly available, other than as a result of this Agreement; or
viii) lawfully available from a third party free from any confidentiality restriction; or
ix) provided by the Supplying Party and marked ‘Non Confidential’; or
x) required by law or regulation to be disclosed, but to the absolute minimum necessary and provided that the Supplying Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.
c) If there is any doubt as to whether any particular information constitutes Confidential Information written confirmation is to be obtained from the Supplying Party.
d) The obligations in this clause shall not apply to any information which:
i) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
ii) is, or becomes, publicly available through no fault of the Receiving Party;
iii) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
iv) was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
v) is required to be disclosed by order of a court of competent jurisdiction.
e) This clause shall survive termination of this Agreement.
The Parties (and/or their employees, agents, representatives) shall be free to provide services or engage in any form of activity (including, but not limited to, any business, investment or financial activities) whether for themselves or on behalf of or to other organisations, companies or individuals who are or are potentially direct or indirect competitors of the other Party.
a) The Service Provider is permitted to use sub-contractors to provide some or all of the Services, subject to obtaining the approval of the Client to use a particular intended sub-contractor.
b) The Service Provider shall be responsible for the work of a sub-contractor whose work shall be undertaken to the same standard as required by this Agreement. However, the Parties acknowledge and agree that some sub-contractors have their own terms and conditions on which they trade and which are more restrictive than the provisions in this Agreement. For example, without limiting the generality of the foregoing, a sub-contractor may have more restrictive wording as to the standard it will meet in work it performs (as to timing or quality), what is to happen if that standard is not met, and the restriction and exclusion of liability. Where the terms and conditions of a sub-contractor are more restrictive or exclusory than the provisions of this Agreement, the Parties agree that work provided by a sub-contractor will be governed by the terms and conditions of the sub-contractor rather than the provisions of this Agreement.
10 WARRANTIES, LIABILITY AND INDEMNITIES
a) The Service Provider warrants that it will use reasonable care and skill in performing the Services.
b) Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
a) The Client agrees with the Service Provider through the term of this Agreement to indemnify and keep indemnified the Service Provider and its employees, agents and representatives (each being an ‘Indemnified Party’) against any and all loss, damage or liability (whether criminal or civil) suffered and any and all legal and other fees and costs incurred by the Service Provider resulting from:
i) the Services or Output provided under this Agreement;
ii) any transaction, contract, event or matter arising from or connected with the provision of the Services; or
iii) the appointment of the Service Provider.
b) The Client shall not be liable under the indemnity given under this clause where a court giving a final judgment holds that any loss, damage or liability is the result of the gross negligence, wilful misconduct or bad faith of an Indemnified Party.
a) Without prejudice to the other remedies or rights a Party may have, this Agreement may be terminated:
i) forthwith by either party if the other commits any material breach of any term of these Conditions and which (in the case of a breach capable of being remedied) shall not have been remedied within twenty one (21) days of a written request to remedy the same;
ii) any time after the Minimum Period as set out in the Agreement by either party upon service of the following period of notice in writing to the other:
iii) forthwith by the Service Provider if the Client fails to make payment of any sums within 14 days of such sums falling due;
iv) forthwith by either party if the other shall become unable to pay its debts or otherwise suffer insolvency events;
v) forthwith by the Service Provider upon notice to the Client in the event that the Client or its employees or agents shall engage in any conduct prejudicial to the business of the Service Provider or in the event that the Service Provider considers that a conflict or potential conflict of interest has arisen between the parties.
b) On termination of this Agreement, the Client shall pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Service Provider for the performance of the Services prior to the date of termination.
c) Any termination of the Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
a) Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.
d) Entire agreement
This Agreement contains the whole agreement between the Parties in respect of the provision of the specified Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
No failure or delay by the Service Provider in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
f) Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
g) Further assurance
Each Party to this Agreement shall at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
No Party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes the other Party with a copy of such announcement or information and obtains the approval of the other Party to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
In this Agreement unless the context otherwise requires:
i) words importing any gender include every gender;
ii) words importing the singular number include the plural number and vice versa;
iii) words importing persons include firms, companies and corporations and vice versa;
iv) references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
v) reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
vi) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
vii) the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
viii) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
ix) where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’.
i) Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by facsimile or e-mail (confirmed by first class mail or air mail), to the address of the relevant Party set out at the head of this Agreement, or to the relevant facsimile number set out below, or such other address or facsimile number as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact information for the Parties is as follows:
ii) Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of facsimile messages, but only if a transmission report is generated by the sender’s facsimile machine recording a message from the recipient’s facsimile machine, confirming that the facsimile was sent to the number indicated above and confirming that all pages were successfully transmitted), or next working day after sending (in the case of e-mail).
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SIGNED by the parties:
A duly authorised officer for and on behalf of LEVEL MARKETING