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SERVICES 1. These terms and conditions of business and those set out in the Services Schedule attached (the “Schedule”) are between Montpelier Contracting & Consulting a trading division of Montpelier (Search & Selection) Limited (“Montpelier”) and the Company (the “Company”) referred to in the schedule. These Terms set out the basis upon which Montpelier will provide services to the Company and (where appropriate) the Company’s Client detailed in the Schedule. 2. Where there is a conflict between these provisions and the content of the particular Schedule then, to the extent of such conflict, the Schedule will prevail. 3. In performing this Agreement for the provision of Services, Montpelier and the Company shall be deemed to be independent parties. Nothing in this Agreement shall constitute an employment relationship between Montpelier and/or its Designated Consultant(s) and the Company or its client (where appropriate). DURATION AND TERMINATION 4. The Agreement will start on the start date specified in the attached Schedule and will continue until the end date specified in the Schedule unless terminated in accordance with the Agreement. 5. This Agreement will terminate immediately and without notice at any time if: (a) the Company requests that the Designated Consultant(s) be replaced or removed and a suitable replacement is not provided by the Montpelier (b) the Company or Montpelier materially breaches this contract or commits any other breach (not being material) and fails to put right such breach (if such breach can be put right) within 7 days of the date of a notice from the other party to put it right 6. Either party may terminate the Contract for whatever reason by giving the required period of notice in writing specified in the Schedule. 7. If at any time, the Company defaults in payment or is arrears in payment of the fees, Montpelier may immediately and without notice suspend the provision of the services. The Company will have no obligation to make any payment to Montpelier during the period of suspension. MONTPELIERS OBLIGATIONS (a) provide the services as specified in the Schedule unless agreed otherwise (b) use its best endeavours to ensure that the Designated Consultant(s) will be available to provide the services during normal business hours (c) carry out the services in a diligent manner and use its best endeavours to meet any time limits or targets required by the Company (d) provide the services with all reasonable skill and care and co-operate with any reasonable requests from the Company (e) observe any relevant rules and regulations of the Company to the extent they are reasonably applicable to the services; (f) take all reasonable steps to safeguard the safety of any person who may be affected by their actions and comply with the health and safety policies of the Company (g) not engage in any conduct detrimental to the interests of the Company and its Client; and (f) comply with all legislation and codes of practice in relation to the provision of the services. 9. Whilst their method(s) of working are their own, Montpelier and the Designated Consultant(s) will perform the Services in accordance with an agreed programme and will make available such information and documentation as may be necessary to enable the Company to monitor the performance of the services provided against clearly defined deliverables and objectives. 10. Montpelier and the Designated Consultant(s) will at all times observe the relevant safety rules together with any further instructions or warnings relating to site safety provided by the Company. A copy of any relevant site safety rules will be made available to the Designated Consultant(s) upon commencement of the Services. 11. Montpelier or its Designated Consultant(s) will not in any way infringe the rights of third parties, including property, contractual, employment, trade secrets, proprietary information and non-disclosure rights, or any trademark, patent, copyright or other intellectual property rights, in the performance of the services. 12. If Montpelier is unable to provide the services for any reason, it will inform the Company as soon as possible. If Montpelier is unable to provide the services for a period of 10 consecutive days then the Company will have the right to terminate this Agreement immediately by giving notice in writing to the Montpelier. WARRANTIES 13. Montpelier warrants and represents that a) Montpelier and the Designated Consultant have the necessary skills and expertise to provide the services in an expert manner and provide the necessary time and attention for their proper performance c) Montpelier will at all times maintain insurance cover with an insurance company of repute against all legal liability it may have to the Company under or in connection with this Agreement (however arising), and at any rate for no less than one million pounds sterling (£1,000,000) for every event of default. DESIGNATED CONSULTANT (S) 14. The services will performed by Montpelier using the Designated Consultant(s) named in the Services/Project Summary ("Designated Consultant(s)"). 15. Montpelier will be entitled to substitute alternative/replacement Designated Consultant(s) but any such replacement will only take place with the approval of the Company as to the suitability, qualifications and experience of the replacement Consultant. 16. The Designated Consultant(s) will provide to the Company’ each week a worksheet detailing activity, expenses incurred and a Status Report on the Project and the services performed. 18. The services will be provided at the location(s) agreed between the parties and specified in the Schedule, and any travel time and cost of travelling to and from the location(s) are the responsibility of Montpelier (or it’s Designated Consultant). 19. If the Company authorises the Designated Consultant in advance to incur any expenses or travel costs, Montpelier will be repaid such costs by the Company. Otherwise all travel and expenses incurred by the Designated Consultant will be at the Montpelier’s cost. FEES 20. The Company will pay to Montpelier fees for the services provided, calculated in accordance with the Fees specified in the Schedule. The Company will have no liability/obligation to pay any fees for periods when the services are not provided (for whatever reason). 21. The Fees specified in the Schedule are exclusive of VAT and VAT will be calculated at the appropriate rate and shown separately on each invoice. 22. The Company will process payment of the Fees upon receipt of a valid Invoice from Montpelier together with supporting Worksheets. These will be submitted by Montpelier at the end of each month (or other intervals agreed between the Company and the Montpelier) and payment will be made by the Company within 21 days of receipt of the invoice. 23. Montpelier will fully indemnify the Company against any claims by the Inland Revenue, Department of Social Security, Contributions Agency and/or any government body or fiscal authority for any sums required to be paid in connection with the provision of services under this Agreement by Montpelier and its Designated Consultant(s). This will include Income Tax, National Insurance Contributions and any other taxes or levies. NON SOLICITATION /COMPETITION 24. Montpelier agrees, and will procure that the Designated Consultant agrees, that during the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement they will not solicit or induce any officer, employee, agent, contractor or client of the Company or of the Company’s client(s) to terminate their employment or engagement with the Company or the Company’s client(s). 26 Subject to clauses 24 and 25 nothing in this Agreement will prevent Montpelier or it’s Designated Consultants from providing to others services the same or similar to the services provided under this Agreement. CONFIDENTIALITY OF INFORMATION AND INTELLECTUAL PROPERTY RIGHTS 27. Montpelier agrees that it will maintain, and will procure that the Designated Consultant(s) maintains, (at all times during the provision of the Services//Project and afterwards) as confidential all information of a confidential or commercially sensitive nature that it and/or its Designated Consultant(s) may receive from the Company and use the same exclusively for the purpose of performing the services. 28. Montpelier will, and procure that Designated Consultant(s) will, execute a confidentiality undertaking in favour of the Company in such form as the Company may reasonably require. 29. For the avoidance of doubt, it is agreed that all property, software and other materials supplied by or which are created in providing the Services/Project will be and will remain the property of the Company ab initio. 30. Montpelier undertakes that when requested to do so, and in any event at the termination of this Agreement, it will deliver to the Company or the Company’s Client all information, correspondence, papers, notes, software, records that have been prepared by the Designated Consultant or might have come into his/her possession in the course of this Agreement. 31. All and any Intellectual Property Rights created in the performance of the Services will vest in the Company ab initio and Montpelier agrees to take all steps and procure the execution of any necessary documents provided by the Company to vest legal and beneficial title in these rights with the Company. 32. Montpelier undertakes that it will: (a) not use any pre-existing intellectual property rights owned by a third party in providing the services during a Placement/Project, without the authority of the third party (b) deliver the works undertaken/ services provided to the Company upon completion of the assignment or at such time as the Company may require; and (c) not, and will procure that Designated Consultant(s) will not, use any works undertaken/ services provided for any purpose other than is necessary for carrying out this Agreement. 33. Montpelier agrees to fully indemnify the Company against all losses, costs, claims, demands, awards and expenses incurred by the Company arising directly or indirectly as a result of any breach of any duty of confidentiality owed by Montpelier or its Designated Consultant(s) to the Company under this Agreement. LIABILITY 34. Montpelier agrees it will be liable for any loss of or damage caused to any property or individual by the negligent act or omission or wilful misconduct of Montpelier and/ or its Designated Consultant(s) and will fully indemnify the Company against any such claims. 35. Montpelier also agrees to fully indemnify the Company against all costs, claims, expenses or liabilities incurred by reason of any breach by Montpelier of its obligations under this Agreement. 36. Where the Services are to be provided to the Company’s client then the Company warrants that the terms and conditions of this Agreement will be observed in any Agreement between the Company and its Client and agrees that any breach of this clause will nullify any indemnities given by the Montpelier. GENERAL 37. These Terms are governed by the law of England and are subject to the exclusive jurisdiction of the English Courts. 38. If any provision of these Terms is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision will apply with such deletions as may be necessary to make it valid. If any of the provisions in these Terms are held not to be valid the remaining provisions of these Terms will remain in full force and effect. 39. It is agreed that either party will be entitled to vary these Terms in so far as is reasonable to comply with any variation in legislation that may impact on these Terms provided that it notifies the other party in writing of such proposed variation. 40. Any variations to these Terms will only be valid if agreed and signed by each party in writing. 41. This Agreement is a contract for services between two independent companies and nothing in this Agreement will render either party the agent or partner of the other and they will not hold themselves out as such. Neither party has the right or power to bind the other to any obligation. ___________________________________________________________________________________________________________ |
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