LETTER OF ENGAGEMENT & CONTRACT
Thank you for your instruction to us concerning the work outlined in the proposal we presented to you. The Terms upon which we provide our services are set out in this letter of engagement. Our Standard terms and conditions are also attached herewith.
This letter of Engagement & contract is issued by Better With JAM Limited (the Company) in relation to the provision of services in connection with the provision of marketing, design, web, and other associated services by the Company to the Client (see below).
Contract for Services between Better With JAM and xxx
This is a contract issued by Better With JAM Limited (the Company) in relation to the provision of services in connection with the provision of marketing, design, web, and other associated services by the Company to the Client (see below).
In this document the following words shall have the following meanings:
1.1 “the Company” means: Janie Ash Marketing trading as “Better With JAM”, a business operating from Grassendale House, 89 Main Road, Bolton-Le-Sands, Carnforth, LA5 8EQ
1.2 “Agreement” means this contract, together with the attached standard Terms and Conditions;
1.3 “Client” means: xxx.
1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
2.1 This Contract, together with the attached Terms and Conditions, shall apply to all contracts for the supply of services by the Company.
3 FEES AND PAYMENT
3.1 The fees for the performance of the services are as set out in clause 6 to this agreement. The Company shall invoice the Client for the services as detailed therein.
3.2 Invoiced amounts shall be due and payable as detailed within clause 6. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
3.3 the Company shall not refund any payment unless the amount received exceeds that which is owed to the Company at the time of payment, in which case the difference shall be refunded within 5 working days.
4 CLIENT OBLIGATIONS
4.1 To enable the Company to perform its obligations under this Agreement, Client shall:
4.1.1 – co-operate with the Company;
4.1.2 – provide the Company with any information reasonably required by the Company;
4.1.3-obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.2 In the event that the Client or any third party, not being a sub-contractor of the Company, shall omit or commit anything which prevents or delays the Company from undertaking or complying with any of its obligations under this Agreement, then the Company shall notify the Client as soon as possible and:
4.2.1 – the Company shall have no liability in respect of any delay to the completion of any work;
4.2.2 – if applicable, the timetable for the work will be modified accordingly;
4.2.3 – the Company shall notify Client at the same time if it intends to make any claim for additional costs.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
5.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
5.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
5.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
5.4 the other party ceases to carry on its business or substantially the whole of its business; or
5.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
5.6 The contract can be terminated by either party with seven days notice in writing. Notice given by Client to the Company will be sent to Janie Ash, Better With JAM Limited, The Garden Studio, 89 Main Road, Bolton-le-Sands, Carnforth Lancashire LA5 8EQ, United Kingdom. Notice given by the Company to the Client will be addressed to the business address of the Client.
5.7 Should this contract be terminated under the provisions contained herein, any project started and delivered by the Company under the terms of this contract that will generate revenue after the termination of this contract, the terms of this contract in respect of revenue share to either party shall survive after termination for the lifetime of the Product/Service
6. FEES & SPECIFIC PROVISIONS:-
i. Company will be authorised to charge the Client one off fees. This payment is known as “Project Fees” Company will be authorised to charge the Client a fixed sum per month for the provision of services for activity covering a minimum of xx working day per month. This payment is known as “The Retainer”.
ii. The Company will be expected to respond to reasonable requests by the Client to carry out additional work over and above the xx working days per month covered by The Retainer to ensure the smooth running of Company’s account.
iii. The Company will charge the Client as follows:-
Project / Retainer Payments
VAT, all of the above fees and charges are shown exclusive of VAT and the appropriate rate of VAT (Currently set at 20%) will be added to them, as and when invoices are issued to the client.
iv. A working week is defined as 40 hours, discharged between Monday and Sunday of the same week.
v. The Company will be deemed to be self employed, as defined by UK taxation provisions. The Company will carry on work under its own guidance, using its own equipment, and will not receive day-to-day management and input from the Client in order to direct its actions. In addition, the Company will carry out work on its own account and for other companies that are not associated with the Client.
vi. Any sums paid to Company by the Client by way of retainer, commission, fees, or reimbursed costs, will be deemed to be paid gross of tax and National Insurance on the understanding that Company will account to the Inland Revenue for any tax due.
vii. The Company will provide a daily/weekly/monthly written progress report to the Client, in a form and medium to be agreed
viii. The Company will carry out its work in a confidential manner and will not discuss any product with competitors or potential competitors, either during the course of this agreement and for one year after termination of this agreement.
ix. Should Client decide to terminate his agreement with the Company, he will immediately return any equipment, stock, samples, documentation and promotional materials, whether held in electronic or tangible form
x. The Company will not accept any liability for any act or omission carried out by Client during the course of its work on behalf of the Client
xi. Fees are currently £55 per hour. Travel is charged at 50p per mile, other out of pocket expenses and supplier invoices, will be charged as additional fees.