Terms & Conditions
INTRODUCTION
1. Williams Shannon Ltd (the Contractor) is a limited company registered in the United Kingdom, providing advisory, contractor and consultancy services in the area of financial investigation.
BACKGROUND
2. Any third party company or organisation (the Client) seeking to use the services provided by the Contractor, should satisfy themselves that the Contractor has the necessary qualifications, experience and abilities to provide the services outlined and agreed to.
3. The Contractor will agree to provide such services to the Client on the terms and conditions set out below.
TERMS & CONDITIONS
Services Provided
4. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”): advisory, contractor and consultancy services in the area of financial investigation.
5. The Services will also include any other tasks which the Parties may agree on.
Term of Agreement
6. An Agreement will be drafted by the Client and agreed by the Contract and signed by all Parties.
7. The terms of the Agreement (the “Term”) between the Contractor and the Client will begin on the date of the Agreement and will remain in full force and effect indefinitely until terminated as provided in the Agreement.
8. In the event that either Party wishes to terminate the Agreement, that Party will be required to provide 14 days’ written notice to the other Party.
9. In the event that either Party breaches a material provision under the Agreement, the non-defaulting Party may terminate the Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
10. The Agreement may be terminated at any time by mutual agreement of the Parties.
11. Except as otherwise provided in the Agreement, the obligations of the Contractor will end upon the termination of the Agreement.
Performance
12. The Parties agree to do everything necessary to ensure that the terms of the Agreement take effect.
Currency
13. Except as otherwise provided in the Agreement, all monetary amounts referred to in any Agreement will be in GBP.
Payment
14. The Contractor will charge the Client for the Services provided at a rate (the “Payment”) agreed between both Parties.
15. The Client will be invoiced every month.
16. Invoices submitted by the Contractor to the Client will be due within seven days of receipt.
17. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.
18. The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs.
Reimbursement of Expenses
19. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
20. All expenses must be pre-approved by the Client.
Confidentiality
21. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
22. The Contractor agrees not to disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of the Agreement.
Ownership of Intellectual Property
23. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under the Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in the Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
Return of Property
24. Upon the expiry or termination of the Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity / Independent Contractor
25. In providing the Services under the Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that any Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Right of Substitution
26. Except as otherwise provided in the Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under the Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
27. In the event that the Contractor hires a sub-contractor:
a. the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
b. for the purposes of the indemnification clause of the Agreement, the sub-contractor is an agent of the Contractor.
Autonomy
28. Except as otherwise provided in the Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. Any variations to this Autonomy clause will be specifically outlined in the Agreement.
Equipment
29. Except as otherwise provided in the Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
No Exclusivity
30. The Parties acknowledge that the Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
Notice
31. All notices, requests, demands or other communications required or permitted by the terms of the Agreement will be given in writing and delivered to the Parties at the addresses in the agreement or to such other address as either Party may from time to time notify the other.
Indemnification
32. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Agreement. This indemnification will survive the termination of the Agreement.
Modification of Agreement
33. Any amendment or modification of the Agreement or additional obligation assumed by either Party in connection with the Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time of the Essence
34. Time is of the essence in the Agreement. No extension or variation of the Agreement will operate as a waiver of this provision.
Assignment
35. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under the Agreement without the prior written consent of the Client.
Entire Agreement
36. It is agreed that there is no representation, warranty, collateral agreement or condition affecting the Agreement except as expressly provided in the Agreement.
Enurement
37. The Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles/Headings
38. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Agreement.
Gender
39. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
40. The Agreement will be governed by and construed in accordance with the laws of England.
Severability
41. In the event that any of the provisions of the Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.
Waiver
42. The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.