AGREEMENT
1. Definitions
1.1 The following terms apply to this Agreement:
"Agreement" means this Agreement including any Schedules, and any amendments to this Agreement [made and agreed in writing, including via email]
“Business Day” means any day other than a Saturday or Sunday, or UK Bank Holiday
"Charges" means the following amounts:
(a) the amounts specified in Part 4 of Schedule 1: Services Particulars, and
(b) such amounts as may be agreed in writing by the parties from time to time;
“Client” means any person who is or was from time to time a customer or client of the Company;
“Confidential Information” means any information (received or viewed in any form) relating to (a) the business operations, services and affairs and any of its personnel, business contacts, suppliers and any trade secrets, including but not limited to, technical date and know-how of the Company and (b) any Client, the personal or business affairs of such Client or any person in any way connected with the Client.
"Deliverables" means the services as specified in Part 2 of Schedule 1: Services Particulars that the Service Provider has agreed to deliver to the Company under this Agreement;
"Effective Date" means the date of execution of this Agreement;
“Engagement” means the engagement of the Service Provider by the Company on the terms of this Agreement.
"Intellectual Property" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, passing off rights, unfair competition rights, patents, and rights in designs);
"Schedule" means any schedule attached to the main body of this Agreement;
"Services" means the services specified in Part 1 of Schedule 1: Services Particulars;
"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
2. Term
2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force [indefinitely] OR [until [INSERT DATE] OR [until [INSERT EVENT, upon which this Agreement shall terminate automatically], subject to termination in accordance with Clause 10 or any other provision of this Agreement.
3. Services and Service Standard
3.1 The Company engages the Service Provider to provide the Services and the Service Provider shall provide the Services in accordance with the terms of this Agreement.
3.2 The Service Provider shall provide the Services with reasonable skill and care.
4. Deliverables
4.1 The Service Provider shall deliver the Deliverables to the Company.
4.2 The Service Provider shall use reasonable endeavours to ensure that the Deliverables are delivered to the Company in accordance with the timetable set out in Part 3 of Schedule 1: Services Particulars.
5. Charges
5.1 The Company shall pay the Charges to the Service Provider in accordance with Part 4 of Schedule 1 in this Agreement.
5.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.
6. Payments
6.1 The Service Provider shall issue invoices for the Charges to the Company in advance of the delivery of the relevant Services to the Company.
6.2 The Company must pay the Charges to the Service Provider before services under this Agreement can commence.
6.3 The Company must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque].
6.4 If the Company does not pay any amount properly due to the Service Provider under this Agreement, the Service Provider may:
(a) charge the Company interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month)
7. Refunds
7.1 In accordance with Distance Selling Regulations, the Client has the right to cancel and obtain a pro rate refund within 14 days of this Agreement being executed by the Parties, except where the service has been delivered in full.
7.2 Refund requests should be made in writing to nicola@nicolamoors.com and a refund will be provided within 10 working days from the date of the request, if applicable.
7.3 In the event that any of the services, including planning sessions, have already taken place within the first 14 days following execution of this contract, the Client is still entitled to request a refund but the value of the service(s) shall be deducted from the amount paid by the Client, along with any reasonable costs which have been incurred by the Service Provider. The value of any services which have been provided (or deemed provided due to late cancellation), will be determined pro-rata and will include any preparatory time completed by the Service Provider.
7.4 There is no obligation on the Service Provider to refund any amounts paid where cancellation requests are made following the 14 day cancellation period.
7.5 Should the Client wish to obtain a refund outside of the 14 day cancellation period they should set out their request in writing and send it to nicola@nicolamoors.com
8. Warranties
8.1 The Service Provider warrants to the Company that:
(a) the Service Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and
(b) the Service Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
8.2 The Company warrants to the Service Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
8.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
9. Limitations and exclusions of liability
9.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in this Agreement:
(a) are subject to Clause 9.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
9.3 The Service Provider shall not be liable to the Company in respect of any loss or damage which may arise as a result of this Agreement.
9.4 Liability for the Service Provider to the Company shall be limited to no more than £50 for breach of any clause or clauses within this Agreement.
10. Termination
10.1 Either party may terminate this Agreement by giving to the other party at least 14 days' written notice of termination.
10.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement. Written notice must be sent to the address as set out as the appropriate address for the party in the recitals of this Agreement.
10.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the Service Provider:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(vi) a person is appointed as an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Serices Provider;
(b) if either party:
(i) dies;
(ii) as a result of illness or incapacity, becomes incapable of managing [her own affairs; or
(iii) is the subject of a bankruptcy petition or order.
11. Effects of termination
11.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 6, 9, 11, 12.3 and 18].
12. Status of Service Provider
12.1 The Service Provider is not an employee of the Company, but an independent contractor.
12.2 The Service Provider is responsible for payment of income tax, social security and any other liabilities, deductions or contributions which may be levied in connection with the performance of the service.
12.3 The termination of this Agreement will not constitute unfair dismissal; nor will the Service Provider be entitled to any compensation payments, redundancy payments or similar payments upon the termination of this Agreement.
13. Confidential Information
13.1 The Service Provider acknowledges that in course of the Engagement it will have access to Confidential Information. The Service Provider agrees to accept the restrictions in this clause 13.
13.2 The Service Provider shall not (except in the proper course of the provision of the agreed Services) either during the Engagement or at any time after the Term, use or disclose to any person, organization or company and shall use its best endeavors to prevent the publication of, any Confidential Information or the Company’s Intellectual Property. This restriction does not apply to any use or disclosure authorized by the Company or required by law. Neither does it apply to any information which is already in, or comes into, the public domain, otherwise than through the Service Provider’s unauthorised disclosure of the same.
13.3 The Service Provider is permitted to share that there is a working relationship between the Parties. Any sharing on social media will be limited to simply a link by the Service Provider to the Company via their social media handles to state that services will be provided any sharing is limited to basic information until the Deliverables have been approved/published by the Company.
14. Data Protection
14.1 The Service Provider shall only process personal data:
as described in this Agreement as incidental to the performance of this Agreement;
for the duration of, but in no event longer than necessary, to complete this Agreement;
with the legal basis of the processing of data being for the performance of this Agreement.
14.2 The nature and purpose of the processing shall be in accordance with the performance of this Agreement which is expressly not intended to be a data processing agreement and any personal data processed is incidental to the performance of the Services.
14.3 The obligations and rights of the Service Provider are to maintain the confidentiality of the personal data of any of the Company’s clients or potential clients, process the personal data in accordance with the purpose and to communicate with the Company.
14.4 The Service Provider must implement appropriate technical and organisational measures to ensure an appropriate level of security is applied to the personal data processed.

15. Copyright
15.1 The Company shall own the copyright in all Deliverables that the Service Provider produces in the performance of the Services. This includes any drafts and variation documents. The Service Provider waives any moral rights in such written works produced during the Engagement to which it may be entitled under Chapter IV of the Copyright Designs and Patents Act 1998, or any similar provisions of law, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution.
16. Subcontracting
16.1 The Service Provider agrees not to subcontract any of its obligations under this Agreement.
17. Other Activities and Exclusivity
17.1 Nothing in this Agreement shall prevent the Service Provider from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term, provided that:
such activity does not cause a breach of any of the Service Provider’s obligations under this Agreement.
19. Complaints
19.1 Should the Company be unhappy with the service provided by the Service Provider they must comply with the Complaints Procedure as set out in Schedule 2: Complaints Procedure.
20. General
20.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
20.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
20.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
20.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
20.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
20.6 Subject to Clause 9.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
20.7 This Agreement shall be governed by and construed in accordance with English law.
20.8 The courts of England & Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
20.9The Service Provider shall have full marketing rights to use any review or testimonial provided by the Company, including but not limited to on social media, marketing material such as sales pages, and the Service Provider’s website.

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SCHEDULE 1: SERVICES PARTICULARS
1. Specification of Services
The Service Provider will ensure services are carried out with reasonable care and skill.
2. Specification of Deliverables
A brand voice guide created with the brand and their team, over Zoom.

A one-hour training with the team on using the brand voice guide.


The Service Provider will provide the Deliverables in accordance with the Timetable as set out in Schedule 1 Clause 3.

3. Timetable
The Service Provider will provide all services in full in a timeline agreed with the Company.
Should any party need to vary these dates then written confirmation should be sought immediately, variations will be permitted up to 7 days and neither party will unreasonably refuse at least one variation.]
4. Fees
The fees for the provision of services are £997.
An invoice will be raised and is payable before the project begins
SCHEDULE 2: COMPLAINTS PROCEDURE
Should the Company at any time become unhappy with the services provided by the Service Provider they should:
Set out the complaint, including any supporting evidence in writing, to nicola@nicolamoors.com
Set out any cause of action sought e.g. an alternative/additional service to be provided.
In response to the complaint, the Service Provider will:
Undertake an objective assessment of the complaint made, taking into account all of the circumstances and the conduct of the parties throughout the Agreement to date; and
Confirm the outcome of the complaint within 5 business days, including the factors considered in reaching the outcome and stating whether the complaint is upheld or rejected.