Provision of Services Agreement

This Agreement (the "Agreement") is made between Adams Consultancy Services Limited of c/o Office 1, McMillan House, 6 Wolfreton Drive, Anlaby, Hull, East Yorkshire, HU10 7BY, a company incorporated under the laws of England and Wales, company registration no. 09566388, and the Buyer collectively referred to as the “Parties”. The Buyer wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Buyer on the terms and conditions of this Agreement.

Definitions

The “Buyer” means the person who accepts a quotation off the Seller or whose order for the Services is accepted by the Seller.

The “Seller” or “Service Provider” means Adams Consultancy Services Limited, c/o Office 1, McMillan House, 6 Wolfreton Drive, Anlaby, Hull, East Yorkshire, HU10 7BY. Company Reg: 09566388.

The “Parties” is both the Buyer & Seller referred to collectively.

“Conditions” means the conditions of sale set out in this or any other document and any special and/or additional conditions agreed in writing by the Seller.

“Services” means the products or services (including any instalment of products or services or any parts for them), which the Seller is to supply in accordance with these Conditions.

“Writing” includes postal, facsimile transmission, email and other comparable means of communication.

“Including” and “in particular” shall be construed as not limiting any general words or expressions in conjunction with which either of those expressions is used.

“Per Day” or “Day” means Services carried out for a duration of no more than 6 hours during a calendar day. The duration may be less than 6 hours.

1. Key Terms

1.1 Services

The Services provided are as described but not limited to implementation of sales & marketing systems; setup of software, onsite or remote training; project co-ordination, assistance; fixing problems, health checks; develops findings and conclusions; offering recommendations; design; website, hosting & domain; data management; staff development, coaching & training; services on behalf of the client e.g. telesales, visiting clients etc.; identification of best practices; analytical techniques; change management; technology implementations; strategy development; operational improvement; sales and marketing activities; administration; any other activities requested by the Buyer; any other service offered by the Seller in writing to the Buyer.

1.2 Delivery of the Services

a. Start date: The Service Provider shall commence the provision of the Services on a date agreed in writing with both parties.

b. Completion date: The Service Provider shall complete the Services (apart from any ongoing services of support and hosting indicated in the schedule of proposed work) by a date agreed in writing with both parties.

1.3 Location

The Service Provider shall provide the Services only at the address of the Buyer as shown in the writing.

1.4 Price

All Services which have been agreed to by the Buyer either verbally or in writing will be charged by the Service Provider to the Buyer at £65.00 + VAT per hour or £350.00 + VAT “per day”. Travel charges may also be charged and will be shown in writing and agreed to if they are to be. Any Services agreed to at a different price must be agreed to in writing from both Parties.

1.5 Payment

a. Credit accounts are available for customers against approved references. In the case of sales to Buyers who do not have credit accounts, The Buyer agrees to pay the Price to the Service Provider on receipt of invoice, that is to say before commencement of the Services.

b. The Service Provider shall invoice the Buyer for the Services that it is to provide to the Buyer immediately.

c. In the case of sales made to customers with credit accounts, payment is due in full on the terms of credit agreed which shall not be more than 30 days from the date of the invoice unless otherwise agreed in writing by the Seller.

d. The method of payment of the Price by the Buyer to the Service Provider shall be by:

i. Cheque

ii. BACS or electronic transfer to company account as specified by the Service Provider.

e. Time for payment shall be of the essence and any failure to pay shall entitle the Seller at his option to treat the contract as repudiated by the Buyer, to delay delivery until paid or appropriate any payment made by the Buyer to such of the Services as the Seller may think fit notwithstanding any purported appropriation by the Buyer (without prejudice to any other remedy that the Seller may have).

f. Receipts for payment shall be issued only on request.

2. General Terms

2.1 Intellectual Property Rights

a. In respect of the intellectual property specifically such as symbols and designs, purchased for the Buyer as part of the Services and which the Buyer has specifically paid for, the Service Provider assigns the full title guarantee to the Buyer and any of the copyright, other intellectual property rights and any other data or material used or subsisting in the intellectual property whether finished or unfinished.

b. The Service Provider shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for the Service Provider and the Buyer.

2.2 Warranty

The Service Provider represents and warrants that:

a. It will perform the Services with reasonable care and skill; and

b. The Services provided to the Buyer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.

2.3 Limitation of liability

a. Subject to the Buyer’s obligation to pay the Price to the Service Provider in accordance with clauses 1.4 and 1.5, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.

b. To the extent it is lawful to exclude the heads of loss and subject to the Buyer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.

c. Nothing in this Clause 2.3 will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.

2.4 Term and Termination

a. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4(b), until the Completion Date.

b. Either Party may terminate this Agreement upon notice in writing if:

i. The other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 45 days of written notice from the other Party so to do; or

ii. A voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.

iii. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

2.5 Relationship of the Parties

The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

2.6 Confidentiality

Neither Seller nor Buyer will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in Relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

2.7 Notices

Any notice which may be given by Seller or Buyer under this Agreement shall be deemed to have been duly delivered if delivered by hand, registered first class post, or electronic mail to the address as specified in Writing. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made, if delivered by:

a. Registered first class post, 2 working days from the date of posting;

b. Hand, on the date of such delivery; and

c. Electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.

2.8 Miscellaneous

a. The failure of the Seller or Buyer to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

b. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.

c. Neither the Seller or Buyer shall assign or transfer all or any part of its rights under this Agreement without the consent of the other each other.

d. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.

e. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

f. Neither the Seller or Buyer shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, explosion, flood, tempest, fire or accident, war, sabotage, civil commotion or industrial dispute, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;. If such delay or failure continues for at least 14 days, the Party not affected by delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.

g. The parties hereby exclude the application of the Contracts (rights of Third Parties) Act 1999 to each and every contract made under these Conditions.

h. The Seller’s failure to insist upon strict performance of any provision of these Conditions shall not be deemed a waiver of its rights or remedies in respect of any present or future default of the Buyer in performance or compliance with any of these Conditions.

i. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provision of these Conditions and the remainder of the provision in question shall not be affected.

j. In the event of a dispute between the Buyer and the Seller, should the Seller in writing require, the Buyer agrees to submit to the jurisdiction in accordance with the Arbitration Act 1996 for the time being in force as a legally binding alternative to court action.

k. This Clause 2.8(g) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration.

l. If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyer’s fees.

m. This Agreement shall be construed under the laws of England and Wales.

n. All obligations created by this Agreement shall survive change or termination of the parties' business relationship.

o. The Seller’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Seller in Writing and in entering into the contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.

p. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller and without any prior notification. The views and opinions expressed in any sales literature or on the Seller’s website are the views of the contributors and should not be taken necessarily as fact.

q. Nothing in these Conditions shall affect the statutory rights of any consumer.