Consultancy agreement template

NB This is an example of the type of agreement we may require with a consultant. Individual circumstances and AACT’s requirements may alter the format in particular instances.

THIS AGREEMENT FOR CONSULTANCY SERVICES (“Agreement”) is made on DATE BETWEEN:

 

(1)           Access-Ability Communications Technology Limited (also known as “AACT” or “AACT for Children” or “AACT4Children”) [Company Number 5538092 and Registered Charity No. 1113302] whose registered address is 3 Wesley Gate, Queen’s Road, Reading, RG1 4AP  (hereafter referred to as ‘the Client’).

 

And

 

(2)           name whose principal place of business is address (hereafter referred to as ‘the Consultant’).

 

WHEREBY IT IS AGREED as follows:

 

1.             ENGAGEMENT

 

1.1          The Consultant purports to have the know-how, qualifications and necessary ability to undertake the work required to be carried out in the assignment specified in Schedule 1 below (the “Assignment”).

 

1.2          The Consultant warrants that it is not disbarred in any way from working on the Assignment.

 

1.3          Subject to Clauses 1.1 and 1.2 above, the Client hereby engages the Consultant, and the Consultant hereby accepts such engagement, to carry out the Assignment and perform all services required in order to carry out the Assignment and produce the deliverables required from the Assignment.

 

2.             TERM

 

Notwithstanding the date hereof, the Consultant shall commence work on date and shall continue thereafter after the assignment is discharged or until date, whichever comes sooner.

 

3.             DUTIES OF THE CONSULTANT

 

3.1          The Consultant shall, while this Agreement is in force or until the satisfactory completion of the Assignment, devote such of his time, attention and abilities to the Assignment as may be necessary for the satisfactory completion thereof as the same shall be determined by the Client and as set out in Schedule 1 below.

 

3.2          The Consultant agrees to advise and assist the Client as required in accordance with clause 3.1 above with respect to all aspects of the Assignment and in the performance of such duties the Consultant shall comply with all reasonable requests and directions of the Client or its customer or nominee including, but not limited to:

 

3.2.1      Complying with all local or internal policies and regulations operated by or affecting the Client or its customer or nominee as the case may be provided the Consultant has been appraised of them.

 

4.             FEES

 

4.1          In consideration of the services rendered by the Consultant hereunder, the Client shall pay to the Consultant fees as set out in Schedule 2 and in accordance with the provisions of Clause 5 below. No fee is chargeable for absence due to illness, voluntary leave or statutory, public or local holidays.

 

4.2          The Consultant is responsible for accounting to the Inland Revenue and all other Authorities for all taxes, National Insurance contributions, other insurance, and any other liabilities, charges and dues for which the Consultant is liable.

 

5.             PAYMENT

 

Fees are payable within 30 days of receipt of correct and due invoices, which should be sent to:

 

Michael McAleenan

Treasurer

Access-Ability Communications Technology

c/o Uttley Room BG05, Institute of Education, Bulmershe Court

University of Reading,

Reading

Berkshire RG6 1HY

 

6.             COPYRIGHT

 

The copyright in any report, documentation or information on whatever media, prepared by the Consultant pursuant to this Agreement shall be the property of the Client notwithstanding termination hereof unless otherwise expressly agreed in writing by the Client. Copyright for the Consultant’s standard templates, formats and presentation styles remains with the Consultant.

 

7.             WARRANTIES AND REPRESENTATIONS

 

7.1          The Consultant warrants and represents that:

 

7.1.1      The Consultant has full capacity and authority and all necessary licences, permits and consents to enter into and to perform this Agreement and to provide the Assignment;

 

7.1.2      This Agreement is executed by a duly authorised representative of the Consultant;

 

7.1.3      The provision of the Assignment and the Client’s use thereof shall not, to the best of the Consultant’s knowledge and belief, infringe any Intellectual Property Rights of any third party;

 

7.1.4      The Assignment shall be supplied and rendered by appropriately experienced, qualified and trained personnel with all due skill, care and diligence and in a professional and workmanlike manner.

 

7.1.5      The Consultant shall discharge its obligations hereunder with all due skill, care and diligence including but not limited to good industry practice and in accordance with its own established internal procedures;

 

7.1.6      The Consultant shall in the performance of the Assignment and in all matters arising in the performance of this Agreement conform with all Acts of Parliament and with all orders, regulations and bye-laws made with statutory authority by Government Departments or by local or other authorities that shall be applicable to this Agreement and shall comply with any Codes of Practice to which the Client complies and which relate to the provision of the Assignment; provided that the Consultant has been appraised of them.

 

7.2          Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to fitness for purpose) are hereby excluded to the extent permitted by law.

 

8.             LIMITATION OF LIABILITY AND INSURANCE

 

8.1          Neither party excludes or limits liability to the other party for death or personal injury and the Consultant shall indemnify and keep the Client indemnified against death or personal injury to any persons or loss of or damage to any property which may arise out of any Default or any other act, default or negligence of the Consultant, their employees or agents and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

 

8.2          Subject always to Clause 8.1, the liability of either party for Defaults shall be as set out in this Clause 8.2.

 

8.2.1       Without prejudice to the generality of Clause 8.1, in no event shall either party be liable to the other for:

 

8.2.2.1      Loss of profits, business, revenue, goodwill or anticipated savings; and/or

 

8.2.2.2      Indirect or consequential loss or damage.

 

8.2.2      The provisions of Clause 8.2 shall not be taken as limiting the right of the Client to claim from the Consultant in the event of Default for loss of data and notwithstanding Clause 8.2.2, where the Client terminates this Agreement pursuant to Clause 11, the Client shall be entitled to recover from the Consultant, in addition to any other damages it is entitled to recover, the cost of obtaining the reasonable and proper cost for specialist accountancy services from a third party.

 

8.3          The parties expressly agree that should any limitation or provision contained in this Clause 8 be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein.

 

8.4          Without limiting the Consultant’s responsibilities under Clause 8.1 above, the Consultant shall insure with a reputable insurance company against loss of and damage to property and injury to persons (including death) arising out of or in consequence of its obligations under this Agreement where negligence is proven and against all actions, claims, demands, costs and expenses in respect thereof.

 

9.             INTELLECTUAL PROPERTY RIGHTS INDEMNITY

 

9.1          The Consultant shall fully indemnify the Client against all claims, demands, actions, costs, expenses (including but not limited to full legal costs and disbursements on a solicitor and client basis), losses and damages suffered by the Client arising from or incurred by reason of any infringement or alleged infringement (including but not limited to the defence of such alleged infringement) in the United Kingdom of any Intellectual Property Right in connection with the Assignment.

 

10.          CONFIDENTIALITY

 

The Consultant shall not, other than with the prior written consent of the Client, during or after the termination, determination or expiry of this Agreement disclose directly or indirectly to any person, firm, company or third party and shall only use for the purposes of this Agreement, any information relating to the Assignment, the Client, its business, trade secrets, customers, suppliers or any other information of whatever nature which the Client or its customer or nominee may deem to be confidential and which the Consultant has or shall hereafter become possessed of.

 

The foregoing provisions shall not prevent the disclosure or use by the Consultant of any information, which is or hereafter, through no fault of the Consultant, become public knowledge or to the extent permitted by law.

 

11.          DEFAULT

 

If the Consultant shall be guilty of any serious misconduct or any serious breach or non-observance of any of the conditions of this Agreement or shall neglect or fail or refuse to carry out the duties assigned to him hereunder, the Client shall be entitled to give notice to the Consultant to remedy the breach within seven days and if the Consultant fails to remedy then summarily to terminate his engagement hereunder without notice and without any payment in lieu of notice and without prejudice to any rights or claims the Client may have against the Consultant arising out of such default.

 

 

12.          TERMINATION

 

12.1        The Client may terminate this Agreement immediately by notice in writing if the Consultant shall:

 

12.1.1    suffer or threaten any form of insolvency administration; or

 

12.1.2    cease or threaten to cease to carry on business; or

 

12.1.3    be in breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, is not remedied by the Consultant within seven days of receipt by the Consultant of notice from the Client specifying the breach and requiring its remedy; or

 

12.1.4    be guilty of any serious misconduct and/or any serious or persistent negligence in respect to its obligations under this Agreement.

 

12.2        Upon the termination of this Agreement or the Consultant’s engagement whichever shall be the earlier, the Consultant or his personal representative as the case may be, shall immediately deliver up to the Client all correspondence, reports, documents, specifications, papers, information (on whatever media) and property belonging to the Client which may be in his possession or under his control.

 

 

13.          DATA PROTECTION

 

The Consultant shall at all times comply with the provisions of the Data Protection Act 1998.

 

14.          WORKING WITH CHILDREN

 

The Consultant shall ensure that he complies with all legislation with regard to working with children, should that be necessary in order to discharge the duties of the Assignment.

 

15.          ASSIGNMENT

 

The Consultant shall not transfer or assign the whole or any part of this Agreement without the prior written consent of the Client.

 

16.          HEADINGS AND EXPRESSIONS

 

The headings contained herein are for convenience of reference only and shall not affect the construction hereof.  The expressions “client” “consultant” “him” “its” or such other expressions as appear herein shall be deemed to include the masculine, feminine single or plural thereof where the context so admits.

 

17.          SEVERABILITY

 

In the event that any of the terms contained herein are determined by any competent authority to be invalid or unenforceable to any extent, such term shall to that extent be severed from the body of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by the Law.

 

 

18.          SCOPE

 

This Agreement shall take effect in substitution for all previous agreements and arrangements whether written or oral or implied between the Client and the Consultant relating to the services of the Consultant and all such agreements and arrangements shall be deemed to have been terminated by mutual consent with effect from the date hereof.

 

19.          STATUS OF CONSULTANT ON TERMINATION, DETERMINATION OR                   EXPIRY

 

As a consequence of the termination, determination or expiry of this Agreement by effluxion of time, the Consultant shall not be entitled to the payment of any compensation or otherwise upon the occurrence of the same.

 

20.          LAW

 

The parties hereby agree that this Agreement and the provisions hereof shall be construed in accordance with the Laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the High Court of England.

 

 

)

SIGNED for and on behalf of the CLIENT by                                            )

)

 

 

 

SIGNED by the CONSULTANT                                                                     )

)

 

SCHEDULE 1 – “The Assignment”

 

The Consultant shall:

List of work to be undertaken

SCHEDULE 2 – “The Fee”

 

The Consultant’s Fee shall be paid as follows:

Description of fee agreement

 

Volunteer induction checklist

This list is intended to help a volunteer and their main Contact to cover points during initial induction into volunteering with AACT.

  1. The Role
  • Does the Volunteer have a Volunteer Agreement and/or has the role otherwise been explained to them?
  • Are they clear about their role and happy with their Agreement if there is one?
  • Days and Hours
  • Are they clear who their main Contact is?
  • Make sure they know how to find the information for volunteers (see under ‘Working and Volunteering with us’ on www.aact.org.uk)
  • Brief run through of the Volunteering Policy

 

  1. Health and Safety
  • Have you pointed out the fire exits and explained fire procedure, e.g. where the assembly point is?
  • Have you explained to the volunteer how to record any incident?
  • Have you checked they are aware of what to do in the event of an incident?
  • Are they familiar with the equipment they are to use and do they understand how to use it safely? (this includes taking regular breaks when using display screen equipment)
  • If the Volunteer has special needs, have you agreed with them how these will be met (e.g. building evacuation, access to certain areas)
  • If they are to be volunteering away from the ‘usual’ AACT base (currently on parts of the University of Reading campuses) are they aware that they must follow all Health and Safety and related policies of the site where they will be volunteering?

 

  1. Miscellaneous
  • Shown where teas and coffees are
  • Shown where they can place their belongings
  • Explained that AACT cannot be responsible for their personal belongings
  • Shown where the toilets are
  • Explained any security measures, such as where to put equipment when a room is not occupied and how to get a room locked.

Working with AACT

Working with AACT

Agreed by the Board Winter 2010-11. Next review due on or before: Winter 2013-14

AACT does not have its own employees. Rather, it is helped towards achieving its aims by people holding various other types of role. The aim of this short document is to list the Charity’s policies relating to: trustee-directors, volunteers, paid consultants, student interns, organizations.

The documents giving further information relating to each role are named here. They are published through the Charity’s website. While the roles differ, all outputs must relate directly to AACT’s mission and priorities. Anyone doing work for/on behalf of AACT should enter into an appropriate agreement including to abide by any relevant AACT policies.

Trustee-Directors

Directors are elected by the members of the Company as detailed in the Memorandum and Articles, simultaneously becoming a trustee of the Charity. All must follow the agreed policies documented in Responsibilities and duties of Trustee-Directors.

Volunteers

The Charity and the Volunteer must abide by the policies documented in the Volunteer policy. Apart from ad hoc one-off help (e.g. help at a fundraising sale) there must be a Volunteer agreement in place which lists the activities the Volunteer will undertake. The agreement must have the approval of a Trustee-Director before any activity commences.

Paid consultants

Individual’s circumstances differ and there will be occasion when special contractual conditions will apply. However, the type of agreement we normally require with a self-employed consultant is shown in the Consultancy agreement template. The outcomes expected from the consultancy and the payment terms must be clearly agreed and the agreement signed by a Trustee-Director on behalf of AACT and by the Consultant before work commences.

Student interns

An individual associated with AACT may be prepared to take on a student intern. The situation will differ from that of a volunteer in that there will be some agreement with the student’s host institution (for example: on giving feedback on performance). Whether the individual concerned is prepared to spend the time on supervision, monitoring etc required is a matter for them but as in other cases, any agreement with both student and institution must be clearly understood and agreed by a Trustee-Director before commencement. Particular care will be exercised in making any agreement on accepting an intern to ensure all parties understand there is no payment associated with the role and to be clear that the student’s institution covers insurance issues appropriately.

Organizations

We understand that organizations providing goods or services may have their own form of contract and we therefore do not have an AACT ‘standard’. Any contract must clearly state the goods or services to be provided, must be clear on matters such as insurance and must be agreed and signed by a Trustee-Director before commencement of delivery of any of the goods or services.