1.1 The following terms apply to this Agreement:

"Agreement" means this Agreement, any Schedules to this Agreement, and any amendments to this Agreement made and agreed in writing;

“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 data and know-how of the Consultant 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 service to be provided to the Client as specified at Clause 4;

"Effective Date" means the date the last party signs this Agreement;

"Fees" means the amount as specified at Clause 5;

"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);

"Services" means the nature of the work as specified at Clause 3;

"Term" means the term of this Agreement as specified at Clause 2.

2.1 This Agreement shall come into force upon the Effective Date.

2.2 Subject to earlier termination in accordance with Clause 10, this Agreement shall continue in force for a period of at least three months, “the Initial Term”.

2.3 Following expiry of the Initial Term the contract shall continue on a monthly rolling basis, subject to termination in accordance with Clause 10.

3.1 The Client engages the Consultant to provide consultancy and advisory services and the Consultant shall provide the Services in accordance with the terms of this Agreement.

3.2 The Consultant has the necessary experience, expertise, and know-how to deliver the Services and will at all times ensure that any Services provided adhere to the guidelines of all relevant legislation, government bodies, and approved industry standards.

3.3 At all times during the Term, unless prevented by ill health, accident, disability or other circumstances beyond their control, the Consultant shall:

1. Provide the Services reliably, with the highest skill, care and diligence in accordance with good industry practice and use all reasonable endeavours to promote the interests of the Client;
2. Give to the Client all such assistance and information as the Client may reasonably require in connection with the Services upon reasonable notice;
3. Keep such records of the things done in relation to the Services as the Client may reasonably require and at the Clients request shall make them available for inspection and/or provide copies; and
4. In the event of a potential, or actual, conflict of interest, the Consultant shall notify the Client as soon as possible. Written notice must be sent to the address as set out as the appropriate address for the party in the recitals of this Agreement.

3.4 The Services shall be delivered remotely unless the Parties expressly agree by email that a face-to-face meeting is required.

4.1 The Consultant shall deliver one or more of the following to the Client, as expressly agreed by email:

1. Project management strategy and guidance;
2. Product marketing strategy;
3. Mentoring and the forum to discuss commercial opportunities; and
4. Recommendations and feedback on the Client’s assets.

4.2 The services outlined at 4.1 above shall be provided in one-to-one meetings with the Client which will take place either virtually by phone and by Zoom, or face-to-face at a date to be agreed between the Parties.

4.3 The Consultant’s role shall be to allow the Client to discuss opportunities and explore developmental outlets for work. The Client accepts that the Consultant will not be involved in negotiating contracts on behalf of the Client, or creating the Client’s systems or operations management processes.

5.1 The Fees for the Services are as expressly agreed in writing by email, and are due in advance of service delivery.

5.2 All amounts stated in or in relation to this Agreement are exclusive of any applicable value added taxes.

5.3 The Consultant shall notify the Client in writing with not less than 28 days’ notice if value added tax is to be added to the Fees.

5.4 The Consultant shall bear their own expenses incurred in the course of the provision of the Services, unless the Consultant is required to travel, in which case, the Client agrees to cover the Consultant’s reasonable travel expenses, to be in agreed in writing in advance.

6.1 The Consultant shall issue an invoice in advance of the Service delivery for the month ahead. The invoice shall be provided to the Client no later than 28th of each calendar month, for services to be delivered in the following month.

6.2 The Client must pay the Fees to the Consultant in accordance with the terms specified on the invoice.

6.3 If the Client does not pay any amount properly due to the Consultant under this Agreement, the Consultant may charge the Client 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).

7.1 Nothing in this Agreement shall prevent the Consultant 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:

1. Such activity does not cause a breach of any of the Consultant’s obligations under this Agreement; and
2. All services provided by the Consultant shall be original and created specifically for the Client. The Client accepts that due to the nature of the work there will be some elements of cross-over.

8.1 The Consultant warrants to the Client that:

(a) The Consultant has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and

(b) The Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

8.2 The Client warrants to the Consultant that:

(a) The Client has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and

(b) The Client shall attend all sessions on time and provide full and open information.

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 At all times the Consultant shall provide information and guidance and the Client shall make their own decisions. The Consultant shall not be liable for the action or inaction of the Client. The Consultant shall not be liable to the Client in respect of any loss or damage which may arise as a result of this Agreement.

9.4 Liability for the Consultant to the Client shall be limited to no more than the fees paid at the time of any breach of any clause or clauses within this Agreement.

9.5 Where testimonials or examples of success are given these are not intended to act as a guarantee. The Consultant makes no guarantee, representation or warranty as to any level of success or outcome which can be achieved as a result of the Consultant delivering their Services.

10.1 Unless the circumstances in Clauses 10.2 or 10.3 apply, the Parties are contracted for a period of three months, the Initial Period. Following which, either party may terminate this Agreement by giving to the other party at least 28 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 either party is the subject of an insolvency or bankruptcy event or cannot pay their debts as they fall due.

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, and 19.

12.1 The Consultant is not an employee of the Client, but an independent contractor.

12.2 The Consultant 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 Services.

12.3 The termination of this Agreement will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of this Agreement.

12.4 The Consultant is not an agent of the Client and has no right or power to contract on behalf of the Client in any way.

13.1 The Client shall own the Intellectual Property in all Deliverables that the Consultant produces in the performance of the Services. Intellectual property rights shall vest with the Consultant until the final invoice for the work has been paid. The Consultant waives any moral rights in such creative works, including drafts, ideas, partial drafts howsoever created and preparatory documentation of any kind including any final products produced during the Term 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.

13.2 The Consultant is not permitted to use any ideas of the Client, including but not limited to those that constitute Confidential Information, in their own products or services which they provide to third parties.

14.1 The Consultant acknowledges that in the Term it will have access to Confidential Information.

14.2 The Consultant shall not (except in the proper course of the provision of the agreed Services) either during the Term 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 Client’s Intellectual Property. This restriction does not apply to any use or disclosure authorized by the Client 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 Consultant’ unauthorised disclosure of the same.

15.1 The Consultant shall only process personal data:

1. As described in this Agreement as incidental to the performance of this Agreement;
2. For the duration of, but in no event longer than necessary, to complete this Agreement;
3. With the legal basis of the processing of data being for the performance of this Agreement.

15.2 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.

15.3 The obligations and rights of the Consultant are to maintain the confidentiality of the personal data of any of the Client’s clients or potential clients, process the personal data in accordance with the purpose and to communicate with the Client.

15.4 The Consultant must implement appropriate technical and organisational measures to ensure an appropriate level of security is applied to the personal data processed.

16.1 The Consultant must not subcontract any of its obligations under this Agreement without the prior written consent of the Client, providing that the Client must not unreasonably withhold or delay the giving of such consent.

17.1 Both the Consultant and the Client shall ensure that they hold effective professional indemnity insurance covering the Term and that the insurance policies are taken out with reputable insurers.

17.2 Should either party become aware that the cover under the insurance policies shall lapse for any reason, or change in any material way, they shall notify the other party without delay.

1. Should the Client at any time become unhappy with the Services provided by the Consultant they should promptly seek to resolve the issues via email in the first instance.

19.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

19.2 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).

19.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the Parties.

19.4 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.

19.5 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.

19.6 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.

19.7 Any written notice sent by a party under this Agreement, must be sent to the address as set out as the appropriate address for the party in the recitals of this Agreement.

19.8 This Agreement shall be governed by and construed in accordance with English law.

19.9 The courts of England & Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.