ASEC Export Consulting Limited, whose registered office is: Pera Business Park, Nottingham Road, Melton Mowbray, Leicestershire, LE13 0BP, UK, represented by Adrian Scott, (hereinafter referred to as “the Consultant”),
…………………………… [company legal name] whose registered office is at ………………………………. [address, city and country], represented by ……………………………………………………. [name and surname, position] (hereinafter referred to as “the Client”).
Both Parties recognise mutual legal capacity to undertake the obligations of the present Contract and declare that:
I. The Consultant has expertise in the field of new business development, export sales of capital plant, equipment and spares. and possesses the expert knowledge and technical and human resources necessary to provide the services related to that field (hereafter “the Services”).
II. The Client has appointed the Consultant to provide the Services on the terms and conditions of this Contract.
III. Both parties undertake to observe the following Consulting Contract:
The scope of the Services to be provided to the Client by the Consultant is set out in Annex 1. If the Client requires any additional services or any change to the agreed Services, the Consultant will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due, will be provided to the Client upon request.
2.1 The Consultant will perform all his obligations to an excellent and professional standard.
2.2 The Consultant will dedicate such of his time, attention and resources to providing the Services as may be necessary for its satisfactory and timely completion.
2.3 The Consultant will keep the Client informed as to the progress of the services provided and, in particular, will promptly give information about progress upon request.
2.4 The Consultant will comply with all reasonable requests and directions of the Client related to the Services, and will comply with all regulations in force in the country of the Client.
3.1 The Consultant will provide the Services in accordance with the timetable table set out in the Schedule of Annex 2.
3.2 If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date the Consultant begins to carry out any of the Services to the Client.
3.3 The Services will continue until they are completed unless the appointment is terminated early in accordance with the terms of this Contract
4.1 The total amount of fees which the Client shall pay the Consultant for the Services provided will be set out in our quotation. In the case of amendment or extension of the Services, the Consultant, and the Client undertake to negotiate new fees for the Services provided.
5.1 Payment terms will be set out in our quotation and will include, but not be limited to:
5.2 The Client shall pay 25% of the fees on signing the present contract and the rest shall be paid on completion of the Services provided.
5.3 The Client shall pay within 14 calendar days the invoices which the Service Provider sends as set out in the quotation.
5.4 If fees for the services are to paid via retainer, the Client shall pay for the Services by means of monthly installments, of equal amounts and at month’s end until the completion of the contract.
6.1 All expenses (including travel, accommodation communications and other) necessary for compliance with the present Contract will be recoverable in addition to the fees and the appropriate amounts will be added to the Consultant’s invoices.
7.1 The Client will ensure that the Consultant is provided in good time with all information needed to enable the Consultant to perform the Services and, besides, the Consultant will be entitled to rely on the veracity of that information.
7.2 The Client will give all decisions and approvals related to the actions establish in the schedule of Annex 2 of this Contract in a timely manner and provide any additional assistance which the Consultant may reasonably request.
Copyright of all methodologies, reports, documents and data prepared by the Consultant will remain the property of the Consultant. Subject to the Client paying all fees included in the Contract, the Client will have a license to copy and use those documents and data for any purpose related to the Services provided.
9.1 The Consultant will designate an individual to act as the principal representative of the Consultant in dealings with the Client. The Consultant reserves the right to change that individual but will not do so without good reason and will inform the Client of any such change.
9.2 The Consultant will provide the Client with details of the professional qualifications and experience of staff engaged in the Services upon request.
The Consultant is not an employee of the Client, but an independent contractor and termination of this Contract will not constitute unfair dismissal nor the Consultant be entitled to the payment of any compensation payment.
11.1 Responsibility of final proof reading of any documents lies with the client and any errors noted within 48 hours of receipt will be corrected free of charge. After 48 hours it shall be deemed that the work has been accepted as free of errors or omissions and that the Consultant will accept no liability or loss arising from the performance of any services carried out under the agreement.
11.2 Errors or omissions reported after 48 hours will still be corrected but the additional time spent will be charged to the client.
12.1 The Consultant may terminate the Contract at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them which is not remedied within 7 calendar days. Failure to pay fees and expenses on the due date will constitute a material breach.
12.2 The Client may terminate the Contract by notice to the Consultant if the Consultant commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 7 calendar days of notice requiring it to do so from the Client.
12.3 Upon termination of the Contract the Client will pay the Consultant all fees and expenses due up to the termination date. In the event of wrongful termination by the Client, the Client will, in addition, pay the Consultant an appropriate amount of compensation for the Consultant’s loss of anticipated profit.
The Consultant may subcontract some of the Services set out in Annex 1 of the present Contract on condition that the Client is informed to that end. The Consultant shall be responsible for the actions of such subcontracted agents under the same terms as those undertaken by itself.
The Consultant undertakes to keep strict confidentiality as to the information and documentation provided by the Client throughout the term of the present Contract and for 1 year after its completion. Similarly, it undertakes not to reveal any knowledge or information acquired by the Client either directly or indirectly. On completion of the present Contract, the Consultant shall destroy all information held in any file or database, or printed or otherwise recorded in any way.
The Parties shall exercise their best efforts to resolve by negotiation any dispute, controversy o difference between them arising out or relating to this Contract.
If the dispute is not be resolved by direct negotiation, it will be finally settled by legal proceedings in the Courts of the United Kingdom, and both parties agree to submit to the jurisdiction of those Courts.
All taxation derived from the present Contract shall be met by the Parties according to the legislation of their respective countries.
The whole text of the present Contract, as well as the documents derived from it, including those in the Annex, have been written in English, and is therefore considered to be the only authentic text for all legal effects.
Both Parties declare their conformity to the present Contract, which is signed on 2 copies, each of which is considered original.
This Contract enters into force the date written above.
Signed by a duly authorized representative of the Consultant and of the Client.
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