Service Contract

1. Application

1.1: This Service Contract apply to all services provided by an Expert to a Business following a referral under the My Compliance People However, the Expert and the Business may agree in writing amendments to this Service Contract.

2. Definitions

In this Service Contract, the following words have the following meanings:

2.1: Business: the party purchasing Services;
2.2: Business Content: all content and materials provided by the Business to the Supplier so that the Supplier can provide the Services;
2.3: Deliverables: the materials provided by the Supplier to the Business under the Services;
2.4: Fee: the fee for the Services including any applicable VAT agreed between the Expert and the Business through the My Compliance People site;
2.5: IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, Business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
2.6: My Compliance People: My Compliance People Ltd a company registered in England and Wales with company number 11722177 and registered office at 20-22 Wenlock Road, London N1 7GU
2.7: Services: all services to be provided agreed between the Expert and the Business through the My Compliance People site;
2.8: Specification: any specification for the Services agreed between the Expert and the Business through the My Compliance People site;
2.9: Expert: the party providing the Services;
2.10: Working Days any day other than a Saturday, Sunday or public holiday in England.

3. Services

3.1: The Expert shall provide the Services in accordance with the Specification, with all reasonable skill and care and in accordance with all applicable laws and regulations.
3.2: The Expert shall use its reasonable endeavours to meet any timetable set out in the Specification. The Expert shall not be liable for any delay caused by the act or omission of the Business or any authorised representative of the Business.
3.3: The parties agree that the Expert is an independent contractor providing services (not an employee of the Business). The Expert bears sole responsibility for deductions and payment of any VAT, tax and national insurance contributions which may be due or owing in relation to any Fee paid.
3.4: If the Business requests a change to the Specification, the Expert will notify the Business whether the change is acceptable, together with details of any change to the timetable and to the Fee. The Business shall notify the Expert whether such changes are agreed. For the avoidance of doubt, the Expert shall be under no obligation to carry out any change to the Services unless the Business has agreed to the change to the Fee in writing.

4. Business Content

4.1: The Business warrants, represents and undertakes that (a) nothing in the Business Content is in breach of any law, statute, or regulation; (b) nothing in the Business Content contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform; and (c) use by the Expert of the Business Content to provide the Services shall not infringe the IP Rights of a third party.
4.2: The Business shall indemnify the Expert from and against all costs, claims, demands, liabilities, expenses, damages or losses arising out of or in connection with any breach of the warranties contained in clause 4.1 above.
4.3: The Business grants to the Expert a non-exclusive right and licence together with the right to sub-license to use, amend, reproduce and distribute the Business Content in order to carry out the Services.

5. Deliverables

5.1: Within 3 Working Days from the date of delivery of the Deliverables to the Business, the Business shall either confirm that the Deliverables are accepted through the My Compliance People site or notify the Expert in writing through the My Compliance People website with full details of any part of the Deliverables that do not comply with the Specification. The Expert shall then use its reasonable endeavours to correct such faults within a timetable to be agreed between the parties acting reasonably, provided that the Expert shall not be under any obligation to make any changes to the Deliverables that are outside the Specification.
5.2: If the Business fails to notify the Expert of any faults in the Deliverables within the 3 Working Days testing period the Deliverables shall be deemed to be accepted.
5.3: On approval, the Expert assigns to the Business the IP Rights in the Deliverables and waives all moral rights it may have in the Deliverables.
5.4: The Expert warrants, represents and undertakes that (a) nothing in the Deliverables is in breach of any law, statute, or regulation; (b) nothing in the Deliverables contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform; and (c) use by the Business of the Deliverables shall not infringe the IP Rights of a third party.
5.5: The Expert shall indemnify the Business from and against all costs, claims, demands, liabilities, expenses, damages or losses arising out of or in connection with any breach of the warranties contained in clause 5.4 above.

6. Payment

6.1: If the Business fails to pay any sums due to My Compliance People, then the Expert shall have no obligation to provide the Services.
6.2: At the request of the Business, the Expert shall provide an invoice for the Fee to the Business, provided that each party agrees that the Fee remains due to My Compliance People.

7. Liability

7.1: Except as set out in this Service Contract, and to the extent permitted by law, no representations, warranties or conditions are given or assumed by either party. Each party agrees that is has not relied upon any other representations, warranties or conditions to enter into this Service Contract.
7.2: Each party excludes any and all liability to the other party for (a) loss of profit; (b) loss or corruption of data or information; (c) business interruption; (d) loss of business opportunity or anticipated saving; and/or (e) any indirect or consequential or incidental loss incurred even if advised of the possibility of such losses.
7.3: Each party’s total liability to the other under this Service Contract shall not exceed the greater of the Fee paid and £100,000.
7.4: Nothing in this Service Contract shall operate to limit or exclude a party’s liability for (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; and/or (c) any other liability that cannot lawfully be excluded under English law.

8. Confidential Information

8.1: Confidential Information shall mean all information marked as confidential or manifestly by its nature confidential, whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
8.2: The Receiving Party shall not, and shall ensure that its employees shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations under this Service Contract.
8.3: The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under this Service Contract and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
8.4: The provisions of clauses 8.1, 8.2 and 8.3 shall not apply to any Confidential Information which is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party; is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or is required to be disclosed by any court, government or administrative authority competent to require disclosure.

9. Cancellation

9.1: The Services may not be cancelled by either party once the Business has agreed to pay to My Compliance People the Fee except in accordance with clause 9.2 and 10.
9.2: Without prejudice to any other rights or remedies which may be available, either party shall be entitled to give notice in writing to the other party terminating the Services with immediate effect if (a) the other commits any material breach and if such breach is capable of remedy fails to remedy that breach within 10 Working Days of being notified of the breach; and/or (b) the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
9.2: Following termination the parties agree that My Compliance People shall pay to the Expert that proportion of the Fee which is appropriate to the proportion of the Services which have been provided to the effective date of termination and return the remainder of the Fee to the Business.

10. Force Majeure

10.1: For the purposes of this clause 10, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
10.2: If a party is prevented, hindered or delayed from or in performing any of its obligations by an event of Force Majeure, the affected party’s obligations are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
10.3: If performance of any obligation is prevented, hindered, or delayed for more than 30 Working Days due to an event of Force majeure either party shall be entitled to terminate the Services on written notice to the other party.

11. General

11.1: Nothing in this Service Contract shall confer or purport to confer on any third party any benefit or the right to enforce any of this Service Contract.
11.2: The failure or delay of a party to exercise or enforce any right under this Service Contract shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any other time.
11.3: If any provision of this Service Contract is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties
11.4: Nothing in this Service Contract shall create or imply an agency, partnership or joint venture between the parties.
11.5: Any notice given under this Service Contract shall be in writing through the My Compliance People site. Any such notice shall be deemed to have been received 1 Working Day after it has been submitted though the My Compliance People site.
11.6: This Service Contract shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.