Terms and Conditions for the Provision of Services
1. Definitions
In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:
Buyer The person or Company who buys or agrees to buy the Services from Reducing Carbon Limited, herein known as Reducing Carbon.
Reducing Carbon Means Reducing Carbon Limited (registered company number 06038408) whose registered office is at C4 House, 25 Lammas Close, Staines, Middlesex, TW18 4XT.
Commencement Date The date the provision of Services by Reducing Carbon commenced.
Services the services to be performed by Reducing Carbon in the course of its appointment hereunder as set out in a Schedule to this Agreement and as agreed with the Buyer, such services to be provided using reasonable skill and care.
Termination Date the date on which Reducing Carbon's appointment hereunder is terminated.
2. Appointment
2.1 With effect from the Commencement Date, Reducing Carbon is (subject to Clause 8) appointed to provide the Services to the Buyer as set out in a Schedule to this Agreement unless this Agreement is terminated by either party serving not less than one month's notice in writing on the other.
3.Duties
3.1 Reducing Carbon agrees:
3.1.1 to undertake and provide the Services in accordance with any brief and deadline set by the Buyer;
3.1.2 to carry out the Services in an expert and diligent manner and to provide his services to the best of his financial, commercial, technical and creative skill;
3.1.3 to the best of his ability, promptly and faithfully to comply with and observe all lawful and proper requests which may from time to time be given to him by the Buyer;
3.1.4 not to undertake any additional activities or accept other engagements which lead or might lead to any conflict of interest between Reducing Carbon and the best interests of the Buyer during his or her appointment;
3.1.5 to delegate performance of the Services to such suitably qualified and experienced personnel as Reducing Carbon from time to time deem appropriate
3.1.6 to keep the Buyer informed of progress on the Services in which they are engaged and shall produce written reports on the same from time to time when so requested by the Buyer. While Reducing Carbon's method of working is entirely their own and they are not subject to the control of the Buyer, they shall nevertheless comply with this and any other reasonable requests of the Buyer.
4.Fees
4.1 Fees for the Services will be as set out in the Schedule to this Agreement
4.2 Where necessary, VAT will be added at the appropriate rate.
5.Invoices and Payment
5.1 Unless specifically agreed otherwise, invoices will be submitted monthly by Reducing Carbon and payment is to be made within 7 days. In the event that there are periods when there are no Services for Reducing Carbon to perform, Reducing Carbon shall not be paid a retainer for these periods unless otherwise agreed with the Buyer.
6.Expenses
6.1 Reducing Carbon shall be entitled to be reimbursed by the Buyer for all out of pocket expenses wholly, exclusively and properly incurred in the performance of the Services subject to Reducing Carbon providing the Buyer with vouchers, receipts or other evidence of actual payment of such expenses and subject to the arrangement being specifically agreed in advance by the Buyer to Reducing Carbon.
7.Confidentiality
7.1 Reducing Carbon hereby agrees that during the course of its appointment under this Agreement it is likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Buyer and those of the Buyer's clients, customers and suppliers details of which are not in the public domain ('Confidential Information'), and accordingly Reducing Carbon hereby undertakes to and covenants with the Buyer that:
7.1.1 it shall not at any time after the Termination Date use or procure the use of the name of the Buyer in connection with its own or any other name in any way calculated to suggest that it continues to be connected with the business of the Buyer or in any way hold itself out as having such connection;
7.1.2 it shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services; and
7.1.3 it shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Buyer, whose province it is to know the same, any Confidential Information and he or she shall use his or her best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.
7.2 The restrictions set out in Clause 7.1 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of Reducing Carbon.
8.Delivery up of Documents
8.1 Upon the expiration or termination of its appointment under this Agreement for whatsoever cause, Reducing Carbon shall forthwith deliver up to the Buyer or its authorised representative all keys and any swipe card, credit cards, computer hardware or software, books, documents, account records and any other papers which may be in its possession, custody or control and which are the property of the Buyer or which otherwise relate in any way to the business or affairs of the Buyer and no copies of the same or any part thereof shall be retained by it. It shall then (if required by the Buyer) make a declaration that the whole of the provisions of this Clause have been complied with.
9.Termination of Agreement
9.1 Either party shall have the right at any time to terminate this Agreement by not less than one month's notice in writing to the other party. In addition, the Buyer shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of Reducing Carbon:
9.1.1 being in material or persistent breach of any of the terms of this Agreement;
9.1.2 having a bankruptcy order made against it or making any arrangement with its creditors or having an interim order made against it;
9.1.4 persistently and willfully neglecting or becoming incapable for any reason of efficiently performing the Services; or
9.1.5 doing any action manifestly prejudicial to the interests of the Buyer or which in the opinion of the Board may bring the Buyer into disrepute;
and Reducing Carbon shall have no claim against the Buyer in respect of the termination of its appointment for any of the reasons specified pursuant to Clauses 9.1.1 to 9.1.5.
10.Tax Liabilities
10.1 The Buyer and Reducing Carbon declare and confirm that it is the intention of the parties that Reducing Carbon shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of its fees and accordingly Reducing Carbon hereby agrees to indemnify the Buyer in respect of any claims that may be made by the relevant authorities against the Buyer in respect of income tax and national insurance or similar contributions relating to the Services under this Agreement.
11.Indemnity
11.1 Reducing Carbon further warrants to the Buyer that it will:
11.1.1 take out and maintain throughout the term of this Agreement, adequate insurance in respect of Public Liability Insurance coverage with an insurance office of repute to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of the Buyer, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Buyer;
11.1.2 take out and maintain throughout the term of this Agreement, adequate Employer's Liability Insurance coverage with an insurance office of repute to protect themselves against any liabilities arising out of this Agreement in respect of all and any personnel it uses to carry out the Services and shall produce, at the request of the Buyer, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Buyer.
12.Data Protection
12.1 The Buyer and Reducing Carbon agree to comply with all applicable data protection legislation, including but not limited to the Data Protection Act 1998 and any subsequent amendments thereto.
13.Notices
13.1 All notices shall be in writing and shall be deemed to have been duly given when delivered by hand, posted by pre-paid first class post or sent by fax to the intended recipient at the address and/or fax number stated in this Agreement or to such other address or fax number as that party may specify to the other in writing. Notices sent by fax shall be deemed received the first business day following such delivery of sending, and notices which have been posted as above shall be deemed received on the second business day following posting.
14.No Employment
14.1 Nothing in this Agreement shall render or be deemed to render Reducing Carbon an employee or agent of the Buyer. This Agreement does not create any mutuality of obligation between Reducing Carbon and the Buyer.
15.Entire Agreement
15.1 This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements between the parties relating to the subject matter hereof.
16.Force Majeure
16.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by "force majeure", then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;
16.2 For the purpose of this Agreement 'force majeure' shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
16.2.1 strikes, lockouts or other industrial action;
16.2.2 civil commotion, riot, invasion, war threat or preparation for war;
16.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster;
16.2.4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
16.2.5 political interference with the normal operations.
17.Survival of Causes of Action
17.1 The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
18.Severability
18.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
19.Waiver
19.1 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which he or she is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
19.2 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.
20.Communications
20.1 Any communication to be given pursuant to the terms of this Agreement shall be in writing and shall be delivered by hand or sent by post to the address of the addressee as set out in this Agreement or such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; or sent by facsimile transmission to the addressee's fax number as from time to time notified.
21.Law and Jurisdiction
21.1 This Agreement is governed by the laws of England and Wales and the parties submit to the jurisdiction of the Courts of England and Wales.
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