The Client is of the opinion that the Limbrick Consultancy LLP has the necessary qualifications, experience and abilities to provide services to the Client.
The Limbrick Consultancy LLP is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Limbrick Consultancy LLP (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Services Provided
The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
- Provide an Online Community Platform
This includes support, training, hosting, maintenance and any future developments as agreed on an ongoing basis.
The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
Term of Agreement
The term of this Agreement (the "Term") will begin on the date the online community is made available to the client and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
In the event that the Client wishes to terminate this Agreement, they can do so immediately by serving written notice to Limbrick Consultancy LLP. The Client will be liable for any charges incurred to that point.
In the event that Limbrick Consultanct LLP wishes to terminate this Agreement, they can do so but must provide three months’ notice to the Client unless there are circumstances that make this unreasonably impractical or costly in which case the longest possible notice period will be given.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
Payment
Limbrick Consultancy LLP will charge the Client for the Services at the agreed rates (the "Payment") which will be reviewed and agreed annually.
The Client will be invoiced on a schedule agreed with Limbrick Consultancy LLP
Any Value Added Tax required will be charged to the Client in addition to the Payment.
Limbrick Consultancy LLP will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and Limbrick Consultancy LLP will indemnify the Client in respect of any such payments required to be made by the Client.
Limbrick Consultancy LLP will be solely responsible for the payment of all remuneration and benefits due to their employees, including any National Insurance, income tax and any other form of taxation or social security costs.
Limbrick Consultancy LLP will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
Confidentiality
Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
Limbrick Consultancy LLP agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which they have obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to Limbrick Consultancy LLP under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
Ownership of Intellectual Property
All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of Limbrick Consultancy LLP. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.
Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with Limbrick Consultancy LLP.
Return of Property
Upon the expiry or termination of this Agreement, Limbrick Consultancy LLP will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
In providing the Services under this Agreement it is expressly agreed that Limbrick Consultancy LLP is acting as an independent contractor and not as an employee. Limbrick Consultancy LLP and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Right of Substitution
Except as otherwise provided in this Agreement, Limbrick Consultancy LLP may, at their absolute discretion, engage a third party sub-contractor to perform some or all of their obligations under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Contractor hires a sub-contractor:
Limbrick Consultancy LLP will pay the sub-contractor for its services and the Compensation will remain payable by the Client.
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Limbrick Consultancy LLP.
No Exclusivity
The Parties acknowledge that this Agreement is non-exclusive and that Limbrick Consultancy LLP will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
Notice
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following address:
or to such other address as Limbrick Consultancy LLP may notify the customer.
The Client will be notified via the contact details provided to Limbrick Consultancy LLP and it is the Client's responsiblity to ensure Limbrick Consultancy LLP is kept up to date.
Indemnification
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of England.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Data Protection
The Client remains the Data Controller for any data either shared with Limbrick Consultancy LLP or collected by them on their behalf during the fulfilment of this agreement.