Freeman & Clarke Terms and Conditions of Business
1. Freeman and Clarke Limited (‘Freeman Clarke’) will provide the services (‘the Services’) of an experienced IT director (‘the IT Director’) to the person, firm or company (‘the Client’) identified below.
2. The Services:
2.1. will consist solely of advice provided to the management of the Client on matters that might reasonably be considered to be the responsibility of a full time IT director employed by the Client;
2.2. will not include the signing of a Companies House form AP01 (formerly 288) appointing the IT Director as a director of the Client where the Client is a limited company
2.3. will not include any functions or actions that might be interpreted as the IT Director acting as a shadow director of the Client
2.4. will be provided by a suitable person selected by Freeman Clarke subject to the Client’s prior approval;
2.5. will be provided at such times and at such locations as the Client and the IT Director shall agree from time to time.
3. Freeman Clarke will commence to provide the Services on the date of signature and shall continue to provide the Services until termination of the relationship in accordance with condition 5.
4. In the event that you make use of the Services without having signed this Contract, the provisions of this Contract will be deemed to have been accepted by you.
5. Either party may terminate the provision of Services by giving 30 days notice in writing to the other party.
6. The Client shall pay to Freeman Clarke a fee equal to the monthly fee or the daily rate for each Man Day as shall reasonably be agreed in writing between the parties (‘Man Day’ shall mean the provision of the Services by any one of Freeman Clarke’s personnel to the Client for a minimum of 7 hours on any weekday). These sums are exclusive of VAT but inclusive of expenses travelling to and subsistence at the Client’s premises unless otherwise agreed.
7. The monthly fee or daily rate shall be reviewed on each anniversary of the commencement of the Services and Freeman Clarke shall give the Client 30 days written notice of any increase.
8. All payments to Freeman Clarke shall be made by the 15th day of the month following the invoice date. Freeman Clarke reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
9. Freeman Clarke is not a recruitment business and the Client agrees that it will not, without Freeman Clarke’s prior written consent, at any time from the date the Client first meets an IT director of Freeman Clarke (“Team Member”) or commences this relationship, until 6 months after the last supply of Services, solicit or seek to solicit or entice away from Freeman Clarke or employ or attempt to employ or engage any person, firm or company who is or was a Team Member in the past 18 months. Any consent given by Freeman Clarke is subject to the Client paying Freeman Clarke a one-off fee, by way of liquidated damages, of £50,000 plus VAT. The Client acknowledges and agrees that this sum represents a fair estimation of Freeman Clarke’s losses and is reasonable and proportionate to protect its interests under this contract.
10. Nothing in these conditions excludes or limits Freeman Clarke’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or for any matter which it would be illegal for Freeman Clarke to exclude or attempt to exclude its liability.
11. Subject to the above condition 10:
11.1 Freeman Clarke’s total liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to the total amount paid by the Client to Freeman Clarke for the Services or £100,000 (one hundred thousand pounds), which is greater; and
11.2 Freeman Clarke shall not be liable to the Client for any indirect or consequential loss including, but not limited to pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise; or any claims for consequential compensation.
12. A person who is not a party to the Contract shall not have any rights under or in connection with it.
13. Freeman Clarke agrees to treat information gained from the Client during the course of this engagement as confidential and not to be disclosed to third parties without the Client’s explicit agreement. This clause applies both during and after termination of this agreement.
14. These conditions and the contract between Freeman Clarke and the Client shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.