Freelance - Terms of business

The Client hereby warrants to 'The Consultant' that;

It has full authority to enter into this Agreement and that entry into this agreement is not in breach of any other Agreement to which it is a party;

It has sufficient finances and or funding available to undertake phase 1 of the Project and to pay all fees cost and expenses in connection therewith in particular the Fees;

Fees, Costs & Expenses
The Client shall pay 'The Consultant' for out-of-pocket expenses as submitted for reimbursement. Such costs and expenses shall include;

All travel costs incurred by 'The Consultant', including air fares and vehicular transport, for Project Attendance, or carrying out the Consultancy Services in connection with the Project. The Client shall send air tickets by standard mail or email to 'The Consultant' a minimum of 7 days prior to each visit. Flight times and routes shall be agreed in advance between Signature.gb.com and the Client. The Client shall provide transfers and transportation for 'The Consultant' whilst in the location for the duration of each Project Attendance.

The provision of hotel accommodation for 'The Consultant' together with the reasonable cost of subsistence.

The Client shall be responsible for all fees, costs, expenses and disbursements for purchasing marketing materials required in connection with the Project where the purchase is made by the Client based upon supply quotations received by 'The Consultant' on behalf of the Client and with the written agreement of the Client prior to purchase.

The Client shall be responsible for all costs, fees, expenses and disbursements of other consultants, advisors, contractors, sub-contractors, suppliers, or agents of 'The Consultant' in connection with other elements of the Project and shall indemnify 'The Consultant' from the same.

“Communications expenses” will be invoiced monthly in arrears.

'The Consultant' shall serve invoices every two months basis in advance in respect of fixed fees.

With respect to additional services as agreed between 'The Consultant' and Client these will be
invoiced separately and at such time as 'The Consultant' has received instructions to that effect.

Fees shall become due within 15 days of the date of the invoice.

Overdue invoices will be subject to interest at the rate of 5% above Natwest Plc base rate from time to time.

'The Consultant' shall provide the client with an invoice in respect of each monthly Fee.

All invoices shall be due for payment on the specified date and payment shall be made directly into 'The Consultant' bank account

Confidentiality
The terms of this Agreement shall remain confidential between the parties and shall not be disclosed without the written consent of each of the other with the exception of any party’s professional advisors or as may be required by law.

'The Consultant' agrees that all business and financial information 'The Consultant' is given, learns, or obtains throughout the term of this Agreement and thereafter relating to the Client and the Project constitutes Confidential Information.

'The Consultant' will hold in confidence and except in performing the Consultancy Services for the Client not disclose or allow to be disclosed any Confidential Information.

'The Consultant' agrees that throughout the term of this Agreement and thereafter all marketing and public relations strategies and activities pertaining to 'The Project' development and associated activities shall remain confidential between the parties and all plans, maps, drawings, photographs, databases, systems, press releases, marketing literature, including brochures, brochures, consultant briefings and all other matters thus pertaining will be regarded as Confidential Information.

Variations
No variations, changes, modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.

Suspension, Terminations
In the event that the Client suspends the performance of all or any of the Consultancy Services for whatever reason, the Client shall give not less than two month's notice in writing, without prejudice to any of the Client’s rights and remedies.

'The Consultant' shall have the right to terminate the Agreement if there is persistent failure on the part of the Client to pay the fees and expenses agreed or if 'The Consultant' is precluded from performing the services by a material breach of the Agreement on the part of the Client.

On suspension or termination of the Project or 'The Consultant' appointment, 'The Consultant' shall be entitled to the full Consultancy Services Fees together with any other costs and expenses owing up to the date of the notice of such suspension or termination.

Upon termination of 'The Consultant' appointment and payment of all fees and expenses as detailed 'The Consultant' will hand over to the Client all marketing materials and or other intellectual property prepared by or in the possession of 'The Consultant' including marketing materials that the Client may have chosen not to use for whatever reason.

Assignment
No party shall be entitled to assign this Agreement in whole or in part without the prior written consent of the other.

Severability
In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

Entire Agreement
This Agreement constitutes the entire Agreement and understanding between the parties with respect to all matters referred to in it. It is intended by the parties as a complete and exclusive statement of the terms of their agreement. It supersedes all prior negotiations and agreements, proposed or otherwise, whether written or oral between the parties. Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party.

Arbitration
Any difference or dispute arising out of this Agreement as to any matter or thing relating to 'The Consultant' Services which cannot be resolved between the two parties shall be determined by an Arbitrator agreed on by both parties.

Governing Law
This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English courts.