This consultancy Agreement (“Agreement”), effective as stated on the Scope of Work (the “Effective Date”), is entered into by and between:
CHC Digital LIMITED, a UK registered company under number # 8833313 and with its registered office at 21 Fleet St, London, EC4Y 1AA UK (“CHC Digital”);
Addressee of the presented and signed Scope of Works (SOW) (the “Client”)
1.1 This Agreement shall run for the term stated on the SOW, from the Effective Date (the “Term”) or until terminated in accordance with the provisions of clause 4.
1.2 For the purposes of this Agreement, the Client shall mean the Client and shall include affiliate, related or subsidiary company of the Client.
2.1 CHC Digital will act as consultants to the Client in relation to online development services (the “Services”).
2.2 The key services and activities to be performed by CHC Digital with respect to online development services will be stated in the presented SOW.
2.4 Separate charges will be applicable for additional services including but not limited to Media Buying, web hosting, domain transfer, domain purchase and third party engagements as standard.
3.1 In consideration of the services provided by CHC Digital as outlined in clause 2.2, the Client shall pay to CHC Digital amount stated on the signed SOW for the monthly services of CHC Digital (the “Online Marketing Services Fees”).
3.2 In addition to the Fees detailed in 3.1, the Client will remit to CHC Digital all expenses incurred in relation to the services of CHC Digital including but not limited to printing, couriers, postage and approved travel and accommodation (business class for any flights over 4 hours), and subsistence costs of CHC Digital employees of €75/£75 or US$100 per person per day.
3.3 Should CHC Digital create, organise or produce any event other than the services provided for in point 2 for the Client, a separate fee for such services will become payable only where agreed in writing in advance of any services/event.
3.4 The Client will remit to CHC Digital any and all costs and fees within 14 days of receipt of invoice.
3.5 Unless instructed otherwise, CHC Digital will deliver all invoices to the Client at its registered office.
3.6 The Client shall pay the fees dues to CHC Digital by transfer into the following bank account:
Account Name: CHC Digital Ltd
Details will be provided on the invoice
Bank Address: Coutts & Co
3.7 It is understood that all fees and other expenses as provided by clauses 3.1 to 3.6 above must be considered as inclusive of all VAT, taxes and/or withholdings, if any.
The Parties shall take all reasonable measures to settle disputes and controversies arising out of this Agreement through negotiation and action to resolve them. In the case of breach of contract, the Client shall have the right to terminate the contract with immediate notice provided a period of 30 days has passed since notification of the breach with no satisfactory resolution.
4.1 CHC Digital shall be entitled to terminate this Agreement, by registered letter with acknowledgement of receipt, (i) at any time, by giving the Client notice to such effect, if the Client fails to make full payment on invoices issued to the Client, or any other amounts due to CHC Digital under this Agreement, within 30 days following the receipt of CHC Digital’s written notice to cure within 30 days, (ii) in case of breach by the Client of any of its obligations under this Agreement, by giving the Client 90 days prior notice to such effect, if the Client fails to cure the default within the 30 days following receipt of the CHC Digital’s written notice to cure.
4.2 Either party may terminate the contract at their convenience by providing 90 days written notice of termination. In the case of such without cause termination of the contract, the Client shall be required to pay the agreed outstanding amount as well as any expenses or costs approved in writing prior to such termination.
5.1 For the purposes of this Agreement, “Confidential Information” means, in relation to either party, information (whether in written, electronic or oral form) belonging or relating to that party, its or their business, affairs, activities, products or services which is not in the public domain and which (i) either party has marked as properly proprietary or confidential, (ii) either party, orally or in writing, has advised the other party is of a confidential nature or (iii) due to its character or nature, a reasonable person in a like position to the recipient of such information under this Agreement, and under like circumstances, would treat as confidential. For purposes of clarity, with respect to the Client, Confidential Information shall include all technical or commercial know-how, specification, inventions, processes or initiatives with respect to the Client or any of its Affiliates.
5.2 Each party shall keep confidential and refrain from making any use whatsoever otherwise than for the purpose for this Agreement, for the term hereof and after its expiration or termination on any grounds, of any and all information relative to each of them and their respective business which is not in the public domain and of which they are or may become aware in connection with this Agreement and its performance, and shall adopt all reasonable measures necessary to cause such confidentiality to be maintained also by their respective employees, consultants and professional advisors.
5.3 Neither party may use nor take advantage of any such Confidential Information without the other Party’s prior consent, even after the end of this Agreement.
5.4 CHC Digital will not, under any circumstances, release personal or contact details of any individual held on its files with any third party including but not limited to the parties held within this Agreement.
6. LIABILITY AND INSURANCE
6.1 Neither the Client nor CHC Digital shall have any liability for any expenses, losses, claims, liabilities or damage whatsoever, whether direct, indirect or consequential, incurred or suffered by the other party as a result of undertakings contained herein including but not limited to any event organised hereunder and/or introductions made by CHC Digital to the Client.
6.2 CHC Digital may have in its possession physical property belonging to the Client and agrees to take reasonable precautions to safeguard it. The Client acknowledges and agrees that title and liability to any physical property belonging to the Client remains with the Client and is not passed on to CHC Digital or any third party including but not limited to journalists, publications or individuals. The Client expressly acknowledges and agrees that any such property left with CHC Digital, or passed on to third parties pursuant to the services CHC Digital is providing, will be at the Client’s own risk and insurance.
7. NO AGENCY OR PARTNERSHIP
7.1 The relationship of CHC Digital to the Client will be that of independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties and neither party hereto shall have the express or implied right or authority to assume or create any obligation on behalf of or in the name of the other party, or to bind the other party in regard to any contract, Agreement or undertaking with any third party.
8.1 All notices to be given hereunder by the Client shall be sent by fax, registered or recorded letter, first class post, email or by hand to CHC Digital offices at its registered office unless otherwise notified by the Client.
8.2 All notices to be given hereunder by CHC Digital shall be sent by fax, registered or recorded letter, first class post, email or by hand to the Client at its registered office unless otherwise notified by the Client.
9.1 The headings used herein are for convenience only and shall not be used for the purposes of interpretation.
9.2 This Agreement shall replace any previous Agreement entered into by the parties.
9.3 This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same Agreement. Any party may enter into this Agreement by signing any such counterpart.
9.4 A person who is not a party to these terms and conditions of this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any provision of these terms and conditions but this does not effect any right or remedy which exists or is available apart from that Act.
9.5 Each party undertakes to the other that it will comply with the Data Protection Act 1998 insofar as it is relevant to this Agreement.
9.6 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Any proceedings relating to any dispute or claim under this Agreement shall be subject to the jurisdiction of the courts of England and Wales provided that if the dispute or claim is brought by the Client or an Affiliate of the Client that dispute or claim may be brought in the courts of the territory in which that Affiliate is situated.
IN WITNESS whereof the parties hereto have caused this Agreement to be active based on the signature of the SOW presented to the Client when duly signed by their authorised representatives.