Terms


The Contract, Terms & Conditions for AccessAbility Solutions

Terms used:

AAS = AccessAbility Solutions Specialist ICT SEN Consultant

Client = customer or establishment entering into contract with us

1. Independent Consultant. Subject to the terms and conditions of this Agreement, the client  hereby engages AAS as an independent consultant  to perform the services set forth in a negotiated contract with the client, and AAS  hereby accepts such engagement.

2. Duties, Term, and Compensation. AAS duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided AAS  which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by AAS  and agreed to by the client  and which collectively are hereby incorporated by reference.

3. Expenses. During the term of this Agreement, AAS  shall bill and the client shall reimburse AAS  for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spent by AAS  in traveling to and from Company facilities shall not be reimbursable.

4. Written Reports. The client  may request that assessments,  progress reports and a final reports be provided by AAS on a agreed time scale as outlined in the contract. The assessment or advice  shall be submitted to the client in a confidential written report  in the agreed timescale. The report shall set out such information and data as is reasonably requested by the client.

5. Inventions. Any and all inventions, discoveries, developments and innovations conceived by AAS  during this engagement relative to the duties under this Agreement shall be the exclusive property of AAS; and the client  hereby assigns all right, title, and interest in the same to AAS. Any and all inventions, discoveries, developments and innovations conceived by AAS  prior to the term of this Agreement and utilized by AAS  in rendering duties  are hereby licensed to the AAS  for use in its operations and for an infinite duration. This license is non-exclusive, and may be assigned without the client’s prior written approval by AAS  to a wholly-owned subsidiary of AAS.

6. Confidentiality. AAS  acknowledges that during the engagement AAS will have access to and become acquainted with various written reports by professionals, annual reviews, statements about the client  and/or used by AAS  in connection with the operation of its business including, without limitation, the AAS  business and product processes, methods, customer lists, accounts and procedures. AAS agrees that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with AAS. All files, records, documents, recommendations, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of AAS , whether prepared by AAS  or otherwise coming into its  possession, shall remain the exclusive property of the client . AAS  shall not retain any copies of the foregoing without the client’s  prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the client , AAS  shall immediately deliver to the client  all such files, records, documents, specifications, information, and other items in AAS’  possession or under its control. AAS further agrees that it  will not disclose its retention as an independent consultancy or the terms of this Agreement to any person without the prior written consent of the client and shall at all times preserve the confidential nature of its  relationship to the client  and of the services hereunder.

7. Conflicts of Interest; Non-hire Provision. AAS  represents that it  is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between AAS  and any third party. Further, AAS , in rendering its duties shall not utilize any invention, discovery, development, improvement, innovation, or confidential information  in which AAS does not have a proprietary interest. During the term of this agreement, AAS shall devote as much of its  productive time, energy and abilities to the performance of its’ duties hereunder as is necessary to perform the required duties in a timely and productive manner. AAS  is expressly free to perform services for other parties while performing services for the client.

8. Right to Injunction. The parties hereto acknowledge that the services to be rendered by AAS  under this Agreement and the rights and privileges granted to AAS  under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by AAS  of any of the provisions of this Agreement will cause the client  irreparable injury and damage. AAS expressly agrees that the client  shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by AAS . Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that AAS  may have for damages or otherwise. The various rights and remedies of the client  under this Agreement or otherwise shall be construed to be cumulative, and no one of the them shall be exclusive of any other or of any right or remedy allowed by law.

9. Merger. This Agreement shall not be terminated by the merger or consolidation of the client  into or with any other entity.

10. Termination. AAS  may terminate this Agreement at any time by 10 working days’ written notice to the client . In addition, if AAS  is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the client , is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the client at any time may terminate the engagement of AAS  immediately and without prior written notice to AAS.

11. Independent Contractor. This Agreement shall not render AAS  an employee, partner, agent of, or joint venturer with the client  for any purpose. AAS  is and will remain an independent contractor in relationship to the client . The client  shall not be responsible for withholding taxes with respect to AAS  compensation hereunder. AAS  shall have no claim against the client  hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

12. Insurance. AAS  will carry liability insurance relative to any service that AAS performs for the client.

13. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

14. Choice of Law. The laws of the United Kingdom shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

15. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in one month or as reasonably can be achieved  and the judgment upon award may be entered in any court having jurisdiction thereof.

16. Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

17. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

18. Assignment. AAS  shall not assign any of its  rights under this Agreement, or delegate the performance of any of its duties hereunder, without the prior written consent of the client.

19. Notices. Any and all notices, demands, or other communications required or desired to be given hereuder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in Royal  Mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in Royal  Mail addressed to the party to whom such notice, demand or other communication is to be given as follows:

If to the Client:
[name]
[street address]
[city, state, zip]

If to the Company:
AccessAbility Solutions

32 Woodcombe

Melksham

SN12 7SD

Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

20. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

21. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

22. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.

[company name]

By:____________________
Its:____________________ [title or position]

[contractor’s name]

By:____________________
Its:____________________ [title or position]


SCHEDULE A

DUTIES, TERM, AND COMPENSATION

DUTIES: AAS  will describe here the work or service to be performed. AAS will report directly to the client and to any other party designated by client  in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by AAS  and agreed to by the client.

TERM: This engagement shall commence upon execution of this Agreement and shall continue in full force and effect through an agreed date by contract  or earlier upon completion of the Contractor’s duties under this Agreement. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.

COMPENSATION: (Choose A or B)
A. As full compensation for the services rendered pursuant to this Agreement, AAS shall not  pay the client  at the agreed rate in the contract without prior written approval by an authorized representative of AAS . Such compensation shall be payable within 30 days of receipt of  the clients  nvoice for services rendered supported by reasonable documentation.

B. As full compensation for the services rendered pursuant to this Agreement, AAS shall pay the client  the sum of ____________________, to be paid _____________________________________ [time and conditions of payment.]

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