Terms and Conditions
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RELATIONSHIP OF PARTIES:
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- In consideration of the fees payable by the client to the Company under this
Agreement
- The Company agrees to provide the Defined Services according to the terms of
this Agreement.
- It is mutually agreed that neither party will approach employees of the
other company with regard
- It is mutually agreed that neither party will approach employees of the
other company with regard
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OBLIGATIONS OF CLIENT;
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- If the Company works on client premises or the premises of a client
customer, the client shall endeavor to ensure that the member of the Company
staff is provided with suitable and appropriate office facilities, including
computing and printing facilities, in pursuit of the objectives as defined
in this document.
- The client shall endeavor to provide the Company with prompt answers to
queries, decisions and approvals required by the Company in connection with
the Service to be provided.
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OBLIGATIONS OF THE COMPANY:
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- To perform the Services as defined and meet the required standards. The
Company will make all reasonable efforts to meet quoted delivery dates. Time
should not be disputable, and the company shall not be liable for late or
incorrect delivery, however caused. For details please see “objectives” at
the start of this SOW.
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CHARGES:
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- The Fees in respect of the provision of the Defined Services for the period
will be charged in accordance with the Contract.
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This work will be invoiced in advance and the charge will be per the
contract attached.
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The Company is entitled to recover reasonable expenses that have been
incurred in providing the Services required by the Client. This may normally
include hotel accommodation, subsistence, mileage, telecoms and data.
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Except as otherwise stated and contracted the Company reserves the right to
vary its prices at any time.
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Stated prices are exclusive of all VAT, sales taxes or duties.
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INTELLECTUAL PROPERTY RIGHTS
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- Unless otherwise stated the copyright and intellectual property in the
Services shall remain the property of the Company.
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The Company shall have the freedom to use such of those documents as are
supplied under the provision of the Services for the purpose for which the
same were prepared or compiled, in relation to this SOW. Any further use by
the Client of the documents so supplied shall require the prior written
consent of the Company. Non-Disclosure Agreements may be entered into if the
Client requires the Company to do so.
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ASSIGNMENT
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Neither party shall assign, transfer or subcontract this Agreement or any of
its obligations without prior written consent of the other party.
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TERMINATION:
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The Client may without prejudice to any other rights give written notice
forthwith to terminate this Agreement if the Company becomes bankrupt or
makes any composition for the benefit of creditors, or being a company
enters liquidation whether voluntary or compulsory other than for
reconstruction or amalgamation, or if a Receiver or equivalent officer is
appointed of any of its assets, or if an administration order is made in
respect of it.
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The Client reserves the right to terminate this Agreement in the event the
Company is acquired by a third party and through this becomes affiliated to
any company or organization whose controlling interest is regarded by the
client to be hostile or otherwise against the client’s technical, commercial
or trading interest.
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The term of this contract is strictly 3 months. The full term of the
contract must be served.
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Any cancellation or suspension of an Agreement that the Company does agree
to shall be on the condition that the Client shall indemnify the Company
against any loss incurred wholly or in part by the cancellation or
suspension and shall forfeit any advance payments made.
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The Company shall not be required to fulfill its duties or obligations
hereunder if at any time it is prevented from fulfilling its duties and
obligations by the acts or omissions of the Client provided always that in
order to avail itself of this provision the Company must give written notice
to the Client of any such act or omission of the Client within 72 hours of
the occurrence of such act or omission.
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The Company may terminate this agreement forthwith by notice in writing to
the client if it commits a breach that in the case of a breach capable of
remedy shall not have been remedied within 14 days of the receipt by the
client of a notice from the Company identifying the breach and requiring its
remedy.
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Upon the termination the Client shall remain liable to pay to the Company
all sums that have accrued due and owed to the Company hereunder.
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Where a risk reward contract is in place, the Client will continue to make
payments to the Company, as per the Agreement, against any sales closures
resulting directly from the confirmed pipeline at date of termination, for a
period of six months.
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CONFIDENTIALITY:
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The existence and details of this Agreement shall be treated as confidential
information and shall not be disclosed to any third party without the
written consent of the client.
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Neither the Company nor any consultant or employee provided by the Company
in connection with the performance of the Service will use, disclose or
divulge to any party whatsoever without the written consent of Client,
either during the term of this Agreement or thereafter, any confidential or
proprietary information in respect of the Services provided under the
Agreement, business of the Clients (whether of a particular or general
nature), or any personal data (within the meaning of the Data Protection Act
1984, or 1998, or any successor legislation) belonging to the client, or any
subsidiary or associated company which may come into their possession as
result of this Agreement.
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All technical information, advice, know-how, data and other things
communicated or supplied by the client to the Company are confidential and
shall remain the property of the client.
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PUBLICITY
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The Company shall obtain written approval from the client prior to taking
photographs or making publicity releases or announcements (including
advertisements) regarding either the Agreement or the activities of the
client relating to its participation in the Agreement.
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LIABILITY :
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The Company shall faithfully and diligently perform those duties and
exercise such powers consistent with them, which are required from time to
time in connection with the provision of the services.
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The Company is appointed to generate leads on behalf of Clients and shall
not be liable for any failure to follow up these leads by the Client or
non-performance on behalf of these leads introduced or for any loss of sales
however arising.
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Except in respect of death and personal injury caused by the Company’s
negligence, or as expressly provided herein the Company shall not be liable
to the Client by reason of any representation (unless fraudulent) or any
implied warranty condition or other term or any duty at common law or under
these express terms for any loss of profit or any indirect special or
consequential loss damage costs expenses (whether caused by the negligence
of the Company or otherwise) which arise out of or in connection with the
provision of the Services or their use by the Client and in any event the
entire liability of the Company shall not exceed the aggregate of sums paid
by the Client to the Company hereunder.
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FORCE MAJEURE :
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The Company shall faithfully and diligently perform those duties and
exercise such powers consistent with them, which are required from time to
time in connection with the provision of the services.
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ENTIRE AGREEMENT
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This Agreement constitutes and expresses the entire Agreement between the
parties relating to all matters herein referred to and will supersede all
other discussions, promises, representations (other than any fraudulent
representations) and understanding if any, relating thereto between them.
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No modification of this Agreement shall be effective unless in writing and
signed by the duly authorized representatives of the parties hereto.
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The failure of either party to enforce any provision of this Agreement or
exercise any right granted hereby shall not be construed to be a waiver of
such provision or right.
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The parties agree that there is no relationship between them of partnership,
joint venture or agency.
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GENERAL:
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The headings in this Agreement are for convenience only and shall not be
considered in construing this Agreement.
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TRANSFER AND INTRODUCTION:
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In the event of the engagement of a Gorilla Corporation employee by the
client, the client shall be liable to pay an introduction fee of 25% of the
first year’s annual on target salary.
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The client should provide Gorilla Corporation with a minimum of three
months’ notice prior to the offer of engagement unless otherwise agreed in
writing