Agreed Terms
Interpretation
The following definitions and rules of interpretation apply in this agreement:
Applicable Laws: all applicable laws, statutes, regulation and code from time to time in force.
Available Services: the services as set out in.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Business Relationship Manager: means the person appointed to act in such capacity by the Service Provider who may be named in a Statement of Work or such other person as the Service Provider may from time to time nominate.
Commencement Date: means the date of the signing of this agreement.
Commission Date: means any date later than the Commencement Date as may be specified in a Statement of Work being the date when the Service Provider shall provide the Available Services.
Confidential Information: means, in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with the agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: have the same meanings as given to them in the Data Protection Legislation.
Customer: means the party procuring the Available Services from the Service Provider who shall be identified in this agreement.
Customer Management Representative: means the person who may be named in a Statement of Work who shall be responsible for liaising with the Business Relationship Manager in accordance with clause 2.6, or such other person who the Customer may from time to time nominate.
Customer Materials: means all documents, information, items and materials in any form (whether owned by the Customer or a third party), which are provided by the Customer to the Service Provider in connection with the Available Services.
Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Deliverables: means any outputs of the Available Services and any other documents, products and materials provided by the Service Provider to the Customer as may be specified in a Statement of Work and any other documents, products and materials provided by the Service Provider to the Customer in relation to the Available Services (excluding the Service Provider Materials);
Intellectual Property Rights: means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights; patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Periodic Review: means the review undertaken by the Service Provider, from time to time during the Term as may be specified in a Statement of Work.
Person or Personnel: means the individual(s) some of whom may be professionally qualified with [specify the nature of qualification] and who, for the avoidance of doubt, shall under no circumstances be considered an employee of the Customer who the Service Provider shall procure in respect of providing the Available Services to the Customer pursuant to the terms of the agreement.
Reference Charges: the standard charges for the Available Services or the framework for calculating them as set out in Schedule 1.
Service Provider Materials: means any equipment, materials, systems, inventions, designs, information, know-how, specifications, formulae, data, processes, methods, techniques and other technology provided by the Service Provider or used by the Service Provider, its agents, subcontractors or consultants and used directly or indirectly in the supply of the Available Services.
SoW Charges: the sums payable for the Works as set out in a Statement of Work.
Statement of Work: a detailed plan, agreed in accordance with 53, agreed by the parties in writing, describing the services to be provided by the Service Provider, and the related matters in a form based upon the template statement of work set out in.
Term: It continues until terminated by either party by giving 3 months’ notice.
Works: the Available Services which are provided by the Service Provider under a Statement of Work.
Unless the context otherwise requires, each reference in this agreement to:
“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
“this agreement” is a reference to this agreement as amended or supplemented at the relevant time;
a clause or paragraph is a reference to a clause of this agreement or Statement of Work, as appropriate; and
a "party" or the "parties" refer to the parties to the agreement.
The headings used in this agreement are for convenience only and shall have no effect upon the interpretation of this agreement.
Words imparting the singular number shall include the plural and vice versa.
References to any gender shall include the other gender.
References to persons shall include corporations.
Provision of the Services
With effect from the Commencement Date, the Service Provider shall, throughout the Term of the agreement, provide the services and Deliverables to the Customer.
The Service Provider shall provide the services and Deliverables with reasonable skill and care, commensurate with prevailing standards in the accounting and compliance related services sector in the United Kingdom.
The Service Provider shall act in accordance with all reasonable instructions given to it by the Customer provided such instructions are compatible with the specification of services provided in a Statement of Work.
The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the services and Deliverables.
During the term of the agreement the Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the services that may be requested by the Customer which are not specified in a Statement of Work, subject to the Customer’s acceptance of any related reasonable changes to the fees that may be due as a result of such changes.
The Service Provider shall not be liable for any delay in delivery of the Services caused by:
(i) any act or omission of the Customer to perform any relevant obligation under the agreement or a Statement of Work; and (ii) Force Majeure.
Term
The agreement shall come into force on the Commencement Date and shall continue until terminated by either party by giving 3 months’ notice to the other party.
Changes to a Statement of Work
Either party may request changes to the services.
Any request for changes to the services must be communicated to the other party in writing.
If the Customer requests changes to the services:
The Service Provider shall, within a reasonable time (and in any event not more than 14 Business Days after receipt of the Customer’s request), provide a written estimate to the Customer of:
(i) the likely time required to implement the change;
(ii) any necessary variations to the Reference Charges or SoW Charges arising from the change; and
(iii) any other impact of the change on the terms of the agreement.
The Service Provider shall not be required to proceed with any requested change until the parties have agreed in writing on such change.
If the Service Provider requests changes to the services, the Customer shall not unreasonably withhold or delay consent to it.
