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Terms & Conditions

Standard Terms and conditions of Trading

1  ENGAGEMENT
1.1
In the absence of a written contract signed by both parties and witnesses the following terms apply to all work undertaken by the Consultants on behalf of  Clients
1.2
 The Consultant's engagement shall commence on the date of this Agreement and shall continue (subject to the provisions of this Agreement) until determined by either party giving to the other not less than 3 months' notice in writing to expire at the end of any calendar month.
1.3 
In the absence of a written contract signed by both parties and witnesses the Agreement shall be deemed to commence on the date of the first invoice submitted to the Client by the Consultant
 
2 DUTIES
The Consultant shall provide advice and conduct research and negotiations on the Client’s behalf as requested relating to the Sales and Marketing of the Client’s products and to the sourcing of Raw Materials and Services within the European Free Trade Area and beyond
 
3 FEES
3.1
The Company shall pay to the Consultant in consideration of his services a fee of £800 per day exclusive of VAT, where applicable, payable monthly in advance.
3.2 
The Consultant shall render monthly invoices to the Company in respect of the fees referred to above and shall show any VAT separately on such invoices
3.3
The Consultant shall be entitled to be reimbursed all out-of-pocket expenses (including travelling and entertainment expenses but not parking or road traffic offence fines) reasonably incurred by him in the proper performance of his duties.
3.4
The Consultant shall be responsible for all income tax liabilities and National Insurance or similar contributions in respect of his fees and the Consultant agrees to indemnify the Company against all claims that may be made by the relevant authorities against the Company in respect of income tax or National Insurance or similar contributions relating to the Consultant's services under this Agreement.
 
4 ARREARS
4.1
The Client’s must pay all invoices in a timely manner.
4.2
In the event of late payment of the Consultant’s invoices the Consultant may at his sole discretion stop all activities on behalf of the client which cause the Consultant further costs. Such action will not release the Client from his obligation to pay the Consultant in full for the period affected by the Client’s late payments.
4.3
If the Client fails to pay three consecutive invoices the Consultant shall be entitled to sell any of the Client’s goods in the Consultant’s care in order to recover the monies owed to him. The proceeds of such sales will be allocated firstly to Payment of the Consultant’s time and Expenses in selling the goods; then Payment of all the Consultant’s invoices which remain unpaid by the client. Any monies left over after payment of the Consultant’s ongoing costs and outstanding invoices will be forwarded to the client.
 
5 Warranties
The Consultant makes no warranties as to any outcomes expressed or implied in any forecasts or made to the Client in order to illustrate the intended results of actions recommended by the Consultant.
 
6 NOTICES
Any notice to be given under this Agreement shall be in writing.  Notices may be served by either party by personal service or by registered post addressed to the other party at its registered office for the time being and any notice given by registered letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by registered post at the time at which the letter was signed for.
 
7 NO EMPLOYMENT
Nothing herein shall render or be deemed to render the Consultant an employee or agent of the Company
 
8 REMEDIES EXCLUSIVE
Any remedy or right conferred upon the parties for breach of this Agreement shall be limited to those set out in this Agreement and shall exclude all other rights and remedies available to it
 
9 WAIVER
9.1
Failure of either party to insist upon strict performance of any provision of this Agreement or the failure of either party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
9.2
No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by both parties
 
10 SEVERABILITY
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.
 
11 SURVIVAL OF CAUSES OF ACTION
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
 
12 NO PARTNERSHIP
This Agreement shall not be construed so as to create a partnership or joint venture between any of the parties.  Nothing in this Agreement shall be construed so as to constitute any of the parties the agent of another.
 
13 ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter of this Agreement.  With the exception of statements made fraudulently, each party agrees that it shall have no remedy in respect of any untrue statement made to him upon which he relied in entering this Agreement and his only remedies can be for breach of contract.
 
14 LAW AND JURISDICTION
This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales
 


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