TERMS AND CONDTIONS
Agreement to provide consultancy services
PARTIES
1. RESULTS.com (the “Company” or RESULTS.com)
2. The Client (“the Client”)
1. AGREEMENT
1.1 The Client appoints the Company as a consultant to the Client and the Company accepts the appointment on the terms set out in this agreement (“the Agreement”)
2. TERM
2.1 Subject to clause 2.2, this Agreement will commence on the “Commencement Date” detailed in the agreement and continue for the Minimum Term.
2.2 Following expiry of the Minimum Term, the Agreement shall continue on a monthly basis at the monthly fee (and otherwise on the same terms as set out in this Agreement) and is terminable on one month’s written notice.
2.3 For the purposes of this Agreement, if the Agreement continues after the Minimum Term, the word “Term” shall include the Minimum Term and any period that the Agreement continues after that.
3. COMPANY’S OBLIGATIONS AND CLIENT’S OBLIGATIONS
3.1 The Company will during the Term:
a. perform the Services to the best of its knowledge and experience, using due diligence and are, and at all times exercising that degree of skill, competence and professionalism which would be reasonably expected from a skilled and experienced consultant in the Company’s field; and
b. comply with all laws, regulations and rules applicable to the provision of the Services and any policies notified by the Client to the Company from time to time; and
c. ensure that all information and work in progress is adequately stored or backed up to prevent its loss.
3.2 The Client agrees:
a. to use all reasonable endeavors to commit to the Services provided by the Company in particular, attending scheduled meetings and events and applying strategies and systems provided by the Company as part of the Services; and
b. to pay all Fees (including any applicable taxes) detailed in this Agreement by their due date. There is no right of off-set for any reason.
c. interest will be charged at a rate of 2% per month on the outstanding balance as from the date of any payment default and shall compound monthly.
d. to pay all reasonable costs that the Company may incur in enforcing there terms of this Agreement after a payment default.
4. CONFIDENTIALITY
4.1 The Company agrees that all information given to or received by it when negotiating or providing the Services in this Agreement is “confidential information”.
4.2 The Company must not disclose confidential information to third parties except:
a. to the extent that the Client agrees otherwise;
b. to their employees to the extent that the confidential information is required by them in the course of their employment;
c. to the Company’s professional advisors for the purpose of obtaining their advice;
d. to the extent required by law; or
e. where the confidential information is already in the public domain, other than as a result of the breach of the Company’s obligations under this clause.
4.3 The Company must use its reasonable endeavors to make sure that each of its employees and advisors comply with these confidentiality requirements.
4.4 This confidentiality clause will remain in force after the termination of this Agreement.
5. INSURANCE
5.1 The Company will at all times have in place reasonable insurance cover (including Professional Indemnity Insurance) in relation to the performance of the Services.
6. NON-SOLICITATION
The Client will not directly or indirectly (which shall include without limitations, as a director, shareholders, employee, agent, consultant, advisor, financier or by a director, officer or employee of any company acting in any of those capacities), without the prior written consent of the Company:
a. induce or attempt to induce any employee, consultant or contractor of the Company’s business to leave his or her employment or contract with the Company or to enter into any employment or independent contract with any other person; or
b. procure the leaving of or offering of employment or a contract to any employee or contractor of the Company or any of its subsidiaries.
7. LIABIITY
7.1 The Company will be liable to the Client for any loss or damage suffered or claimed by the Client arising from any negligent act or omission by the Company in the provision of the Services.
7.2 The liability of the Company to the Client will be limited for any one breach to the lesser of the sum of the fees paid under this Agreement, or $30,000.00.
7.3 Neither party will be liable to the other for any loss of profit, use, productions, and contracts or for any other indirect or consequential loss.
8. DISPUTE RESOLUTION
8.1 Unresolved disputes shall be referred to arbitration.
9. TERMINATION
9.1 Either party may at any time without notice immediately terminate this Agreement if the other party:
i. is adjusted bankrupt or insolvent in a court of law; or
ii if a company has gone into liquidation or receivership or is unable to pay its debts when they are due; or
iii has been found guilty of gross misconduct or gross negligence in performing their duties under this Agreement; or
iv. is in default of any of their obligations under this Agreement and fails to remedy the default within reasonable time of receiving written notice requiring them to do so.
9.2 The Company may at any time without notice immediately terminate this Agreement if the Client:
i. defaults in any payment and continues in default for 7 days;
ii. ceases to carry on its business or repudiates this Agreement, or the Client’s s conduct indicates that the Client no longer intends to be bound by this Agreement
9.3 At the date of termination the Client shall pay the Company the following cumulative amount, being the sum of:
a. any Fees owing under this Agreement which have already fallen due but which the Client has not paid;
b. the total of the unpaid Fees that remain payable for the balance of the Minimum Term; and
c. any interest payable in respect of overdue payments under clause 3.2c.
9.4 Any Fees owing at the date of termination shall be immediately paid and the Services shall cease to be provided at that date
10. NOTICES
10.1 Any notice or other communication “(Notices”) give under this Agreement must be in writing and may be given to the party at the address shown for such party in this Agreement. It may be served personally or sent to any of the relevant party’s communication points listed in this Agreement. Each party will notify the other in writing of any changes.
10.2 Notices are deemed served at the following times:
a. when given personally, on delivery;
b. when sent by post or document exchange, three business days after posting;
c. when sent by facsimile or email upon receipt of the correct answerback or receipt code;
10.3 Any notice which has been serviced on a Saturday, Sunday or public holiday is deemed to be served on the first business day after that day.
10.4 A notice may be given by an authorized officer, employee or agent.
a. Notice given to a corporate party may be served upon the registered address (or upon the registered attorney) of such corporate party and when so served shall be valid for all purposes.
b. If the party is a natural person, partnership or association, the notice may be given to that person or any partner or responsible person. If they refuse to accept the notice, it may be brought to their attention and left in a place accessible to them
11. ASSIGNMENT
11.1 Either party may assign its rights under this Agreement with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld.
12.SEVERABILITY
12.1 If any clause or clauses in this Agreement are found by any court of law to be invalid or otherwise not binding on the parties, or if the parties between them agree that a clause or clauses is no longer to have effect, the rest of the clauses in this Agreement shall continue in full force and effect.
13. NO WAIVER
13.1 Any waiver on the part of either party of any breach, of any term, provision or condition of this Agreement will not bind either party to grant a waiver of, or be deemed to be a waiver of any subsequent breach of the same, or any other term, provision or condition
14. ENTIRE AGREEMENT
14.1 This Agreement constitutes the entire agreement between the Company and the Client and merges all prior and contemporaneous communications that relate to this Agreement and Services.
15. PROPER LAW
15.1 This Agreement is governed by the laws in force where the headquarters of the owner of this web site is located, without regard to its conflict of law provisions.
16. INTERPRETATION
In this Agreement (unless the context requires otherwise):
a. words which refer to the singular include the plural and vice versa; and words importing one gender include the other genders.
b. Headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
c. References in this Agreement to currency are references to USA currency unless otherwise specified.
d. The word “person” includes an individual, company, corporation, corporation sole, company, firm, partnership, joint venture, syndicate, the Crown, any central or local government department, authority, association or group, and any other entity, or any other association or persons either corporate or unincorporated.
e. A month or year is a reference to a calendar month or year as the case may be.
f. A status or regulation includes all amendments to that status or regulation whether by subsequent statute or otherwise.
g. Where two or more personas are named as a party in this Agreement, the obligations under this Agreement applies to and binds those persons jointly and each of them severally.
h. The Company means the corporation described in this Agreement, its assignees, successors and any subcontractors engaged by the Company to provide the Services detailed in this Agreement.
i. A reference to a matter referenced as detailed “overleaf” refers to the matter shown in this Agreement.
17. PERSONAL INFORMATION
17.1The Client authorize the Company to obtain, verify, retain and use personal information about the Client, its employees, directors, officers and agents (the “Information”) including without limitation directors in the case of a limited liability company or trustees in the cause of a trust.
17.2 The Client authorize the Company to request and provide the personal information to and from any person or course for assessing the Client’s credit worthiness, administering any financing or enforcing the Company’s rights of this Agreement, marketing goods and services provided by our associates and us, or to credit agencies for the purpose of maintaining effective credit records.
17.3 The Client acknowledges that by accepting this Agreement the Client is authorizing each person or corporation to provide the Company or the Company’s nominee with any information about the Client, Director(s) and Guarantor(s).
17.4 The Client irrevocably acknowledges:
a. that the information shall be deemed to be held by the Company and by other persons for the purposes descried above
b. that where the information can be readily retrieved the Client shall have access to it, the right to request correction and the right to be notified of action taken in response to any such request, subject ot the payment of any reasonable charge.
17.5 The Client agrees to cause its employees, directors and agents (as may be applicable under the circumstances) to authorize the Company to have access to and to utilize such personal information as may be required by the Company under the circumstances in order to properly provide the services contemplated under this Agreement.
18. MISCELLANEOUS
18.1 Time shall be of the essence herein.
18.2 This Agreement shall be binding upon and shall enure to the benefit of each of the parties hereto and their respective heirs, administrators, executors, legal representatives, successors and permitted assigns.
