1. The following terms apply:

        “Company” shall mean The Zen Agency (Scotland) Ltd

        “Client” is as defined

        “Service” is that defined PDP

 

2. The Company shall supply the services, software licence and such documentation and materials specified in it’s proposal (“the services”) upon the terms and conditions set herein using the person(s) (hereinafter individually and collectively called “the Consultant) named in the proposal or other such person’s replacing the consultant in accordance with these terms and conditions.

 

3. The Client shall be invoiced monthly for the hours worked by the Consultant as evidence by duty authorised time sheets at the rates specified to the client and for all reasonable expenses incurred by the company and the consultant and payment shall be due in full within thirty (30) days from the date of each invoice. The rates may be increased by the Company on giving to the Client four weeks prior notice, provided that no such increase shall take place earlier than six month from the date of commencement of this agreement or last such increase whichever is sooner.

 

4. All rates quoted by the Company are exclusive of Value Added Tax and of all other taxes of whatever nature that may be applicable to this Agreement.

 

5. Without prejudice to any other rights or remedies which may be available to the Company, if the Client fails to pay to the Company any amount on the due date:

 

        5.1 The outstanding sum shall carry interest at the rate of 4% above The Bank of Scotland base rate per annum for the time being from due date to date of payment, compounded at three monthly rests.

 

• If any such amount remains unpaid 30 days after the due date, the Company shall have the right by written notice to the Client to suspend the performance of the Services or to terminate this Agreement with the immediate effect, at the Company’s option. The Client shall be liable to indemnify the Company against costs and expenses incurred as a result of such suspension or termination and for any work carried out by the Company prior to suspension or termination.

 

• Subject to any rights of third parties, all copyright and design and other intellectual property rights in and to all documentation and software generated and supplied by the Company to the Client as part of the services hereunder shall belong to the Company. This includes software in which the client is only issued a licence and must remain the property of the Company and cannot be moved to another hosting service.

 

• Risks in any items delivered by the Company to the Client under this agreement shall pass to the Client on delivery notwithstanding that there are or may be monies due to the company under the terms of the Agreement. The Client shall be responsible for the care and protection of all such items and for any and all loss or damage thereto howsoever causing or arising from the date of delivery other than through the negligence of the Company or its employees.

 

• No consultant supplied by the Company under this Agreement becomes an employee of the Client thereby and nothing in this Agreement shall be constructed as forming of employment between the Consultant and the Client.

 

• The Company reserves the right to replace the Consultant assigned to the Client under this Agreement with another person or equivalent experience by giving the Client not less than two (2) week’s prior written notice of its intention to do so. However, in emergencies, for example illness or unexpected personal hardship of the Consultant assigned, the Company is entitled to replace the consultant with immediate effect by giving notice in writing to the Client. Any Consultant shall be entitled to take any annual leave to which they are entitled under his contract of employment without requiring permission from the Client.

 

• Time shall not be the essence for performance of this Agreement. All milestones and anticipated dates and timescales for performance and delivery of the services and estimated total price included in any proposal for to the Client, or other wise agreed between the parties, are estimated only and while the Company shall use its reasonable endeavours to meet such dates, timescales and prices, the Company shall not be liable for any loss or damage whatsoever arising from any failure to do so, the risk of which has not been reflected in the quoted rates. Time taken for completion is 6 weeks with 3 weeks discrepancy total of 9 weeks.

 

• The client agrees to provide all such items, documentation, data, machine readable items information and instructions and environmental conditions as set out in the company’s Proposal free of charge (“Free Issue Items”).

 

• Where the Client supplies the Company any free issue items for the purpose of this Agreement, the Client warrants and represents that it is absolutely entitled to supply or disclose the same to the company and such supply or disclosure and performance of the Services hereunder by the Company shall not be breach of any third party’s copyright or other intellectual property right.

 

• If the company notices an error or a deficiency in the Free Issue Items, it shall notify the Client accordingly but the Company shall not be liable to the Client in respect of any consequences whatsoever of any errors, deficiencies, inaccuracies contain within or the unsuitability of such items

 

• The Client may require or request the Company to make any variations to the services to be performed hereunder. The Company shall not be bound to carry out any request variation unless it received notice of the request in writing. The written notice to the Company signed by the authorised representative of the client shall authorise the company to commence work on such variation.

 

• The Client shall be responsible for determining if the Services meet the client’s acceptance criteria and fit for the Clients purposes. If, during acceptance, the Services are found not to meet the acceptance criteria, the Company will continue to work until the Services are acceptable to the Client and the Client will pay for all such work at the same rate as specified herein. On successful completion of acceptance testing, the Services hereunder shall be deemed to the client. The Client shall have the right at any time to accept the Services in a state that is not fit for purpose and the Company shall have no further liability to the client. The client shall have the right to accept the Services in a state that is not fit for the purpose or which does not meet the clients acceptance criteria, provided the Company shall have no liability whatsoever in respect of any defects therein. We will not charge if the job is not either an error by the client or not specified by the client from the briefs laid down by the client.               

 

• To the extent that the Services to be supplied hereunder include a feasibility study or the provision of advice or recommendations, the company shall only be liable thereof to the extent that it is negligent and such be limited in the aggregate to the sum of £100,000.

 

• The company shall not be liable for the consequential loss or damage howsoever caused including (without limitation) loss of profit, time, goodwill, contracts, charges or liability to third parties or other indirect losses or costs and whether arising directly of indirectly from the performance of supply of Services by the Company except to the extent such liability cannot by law excluded.

 

• To the extent that the services are performed on the client’s premises, the client will comply with all applicable statutory rules and regulations relating to the welfare of safety of employees for the benefit of the company’s employees or consultant employed in performing the Service on the client’s premises as such employees or consultants were employed by the client.

 

• All proprietary and confidential information in a written machine readable or other tangible form that may be disclosed by either party or generated in the performance of this Agreement will be treated by the other party as confidential except to the extent that information

 

• Is in the public domain
• Goes into the public domain other that through breach of this agreement by the receiving party;
• Is received by the receiving party from a third party who restricted by virtue of any obligations as to confidentiality in respect thereto.

 

• The parties hereto shall not, and shall procure that any associated company of the parties shall not employ or make any effort to employ the services in any capacity whatsoever of any employee or consultant of the other party engaged in the performance of this agreement during the substance of this agreement and for a period of twelve months thereafter without prior written consent of the other party and shall not at any time inform any employee or consult directly or indirectly of any request made to the other part for such consent or in any other way indicate that the party wishes to employ such services.

 

• Neither party shall be liable for any delay or failure in carrying out its obligations, which has caused wholly or partly by circumstances beyond the reasonable control of that party. Labour disputes in which the party is directly involved are considered to be within the parties reasonable control. If the delay or failure has continued for a periods of three months, then either party may give notice in writing to the other determining this agreements without prejudice to the accrued right of either party.

 

• If either party shall make default in or commit a breach of this agreement or any of his obligations to the other party, and if such default or breach remediable has failed to remedy the same within 14 days of notice by the other party requiring such remedy, or if the party shall make or offer to make any arrangement or composition with creditors or commit or threaten to commit any act of bankrupts or liquidation, the other party shall have the right to determine forthwith any contract then subsisting and upon written notice of such determination being given to the party, any subsisting contract shall be deemed to be determined and the other party shall be entitled to recover from the, the party all losses thereby arising.

 

• Either party may terminate this agreement by giving four (4) weeks written notice to the other part any time. Upon such termination, the Client shall forthwith pay to the Company all amounts invoiced to the client in accordance with this agreement.

 

• The client may terminate the Services of any Consultant utilised on this agreement with immediate effect by notice in writing to the Company, stating the grounds for termination together with the reasonable supporting evidence; Charges will be justified by the use of time sheets. If at any time within the first two weeks of assignment of the consultant to the client under this Agreement the work of the consultant should fail to reach standards, which the Client may reasonably require of him; or if it should be proven that while working on the clients premises that the consultant is guilty of dishonesty, disobedience, consistent unruly behaviour or other similar misdemeanour.

 

• No delay or omission of either party in exercising any right hereunder shall impair such right or be constructed as a waiver thereof and any single or partial exercise of any right shall not preclude the further exercise of such right nor any other right. If either party shall agree to waive any default that fault shall not act as a waiver of any other default or not similar or contemporaneous or on a future occasion.

 

• Any notice given hereunder shall be in writing and shall be delivered by hand or recorded delivery to the registered office of the party concerned, if a company or to their last known address in the UK , if an individual . Any notice shall be deemed to be served if delivered by hand at the time of delivery and in the case of recorded delivery letter at the expiration of two working days from the date of posting, and in providing such service it shall be sufficient to show that delivery was made or that the letter containing such notice was properly addressed and was posted recorded delivery as the case may be.

 

• In the event of a conflict of any special terms and conditions in the company proposal take precedence over these terms and conditions and together constitute the entire Agreement between the parties hereto, relaying to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to the subject matter each of the parties acknowledges that in agreeing to enter into this agreement it has not relying on any representations or warranties.

 

• Any amendment to the terms and conditions of this agreement will not be affective unless confirmed in writing by both parties and signed by a director of the company.

 

• In the event that any term conditions or provision contained herein shall be determined to be invalid, unlawful or unenforceable to any extent, the same shall be severed from the body of this agreement the remainder of which shall continue to be valid and enforceable to the fullest extent permitted by law, provided such severance does not affect the general terms, meaning or purpose of this agreement.

 

• This Agreement shall be governed by and construed in accordance with the laws of Scotland and shall be subject to the jurisdiction of the Scottish courts.