Standard Client Terms and Conditions

Overview

This Engagement agreement has been formed because the Client and Strictly Financial wish to engage to provide the services Research to the Client.

Both Strictly Financial and appropriate ‘Associates’ that are contracted Strictly Financial Ltd are covered by this agreement. These ‘Associates’ are contracted to Strictly Financial for their specific skills and experience for the Client engagement.

It is agreed as follows:

1. Definitions and Interpretation

1.1. For the purposes of this Agreement, the following terms (except where the context requires otherwise) have the following respective meanings:

1.1.1. “Commencement Date” means commencement of the Engagement as in Clause 3;

1.1.2. “Engagement” refers to the defined activity between Strictly Financial and the Client for which there is a measurable and defined activity and associated compensation in return for that activity;

1.1.3. “Client” refers to any third party for whom Strictly Financial is providing or intends to provide services or activities;

1.1.4. “Associate/s” means any individual or associated company who is contractually committed to Strictly Financial for the duration of this engagement.

1.2.  Headings are included for ease of reference only and shall not affect the interpretation of this agreement.

1.3. These terms and conditions, together with the Engagement brief and Non-Disclosure Agreement (if any) represent the whole agreement between Vivid and the Client and supersede any prior agreement between them. These conditions apply to the exclusion of all other terms and conditions, including those of the client. No variation to these terms and conditions shall be effective unless made in writing and signed by Strictly Financial and the Client.

1.4. Any amendments in the statutes by English law supersede the statutes within this agreement

2. Engagement

The Client engages Strictly Financial, and Strictly Financial agrees to provide the services of Strictly Financial and its Associates to the Client as outlined in the Engagement brief

3. Duration

The Engagement shall commence on the Commencement Date and shall continue for the agreed duration of the assignment objectives.

4. Capacity

4.1.The Client and Strictly Financial acknowledges that Strictly Financial is an independent consultancy, and nothing in this Agreement shall render the employee/s of Strictly Financial or Associate/s an employee, agent or partner of the client and Strictly Financial shall not hold itself out as such and shall procure that the Associate/s shall not hold him/herself out as such.

4.2. Although Strictly Financial shall be entitled to permit its employee/s or Associate/s to represent him/herself as an Associate/s to the Client, when providing services for the purpose of this Engagement, the Client shall not be vicariously liable for any of the acts or omissions of Strictly Financial or its Associates and neither Strictly Financial nor its employee/s or Associate/s shall be entitled by virtue of this Agreement to pledge the credit of the Client nor sign any document, enter into any contract or agreement or make any promise on behalf of the Client.

5. Attention to business

During the continuance of this Engagement, Strictly Financial will provide the services of its employee/s and Associate/s (unless the employee/s or Associate/s is prevented by ill health or other cause beyond the control of Strictly Financial and the Associate/s).  The parties will agree mutually acceptable and reasonable periods of absence as may be required from time to time by the employee/s or Associate/s or Strictly Financial.

6. Services

6.1. Strictly Financial agrees to place at the disposal of the Client the benefit of its and its Associate/s knowledge and experience of all matters relating to the Engagement Brief and shall give, and shall procure that its Associate/s shall give, to the Client such advice and assistance to perform such services as the Client may from time to time reasonably require in relation to the businesses of the Client.

6.2. Strictly Financial shall, and shall procure that its Associate/s shall, at all times promptly give (in writing if so requested) to the Client or to an executive or director of the Client designated from time to time by the Client for the purpose all such information and explanations within its and his/her knowledge as the Client may reasonably require in connection with matters relating to the Engagement.

6.3. Strictly Financial shall comply with, and shall procure that its Associate/s shall comply with, the reasonable requirements of the Client and shall use all reasonable endeavours to promote the interests of the Client.

6.4. Except where otherwise stated explicitly in these conditions, Strictly Financial has made no warranties or representations whatsoever with respect to or in connection with the performance of the Engagement assignment by Strictly Financial, the accuracy, usability or reliability of any data, information, reports, conclusions, recommendations, or of all or any part of Strictly Financial’s work pursued pursuant to the Engagement assignment or otherwise, nor shall Strictly Financial be deemed in any circumstances to have made any such warranties or representations. The Client hereby expressly holds Strictly Financial harmless, releases Strictly Financial and waives any claims or actions against Strictly Financial relating to or with respect to the actual or alleged breach of any such warranty or failure to perform in accordance with any such representations.

6.5. If conclusions and or recommendations are required of Strictly Financial and/or its Associate/s, such conclusions or recommendations are solely and exclusively an opinion of Strictly Financial and/or its Associate/s and are based on variable assumptions used in the fields of market research and forecasting. Whilst they are the result of careful analysis and thorough work procedures, they constitute a single factor to be taken into account by the Client.  In no event shall Strictly Financial be liable to the Client for any damage whatsoever with respect to any conclusions or recommendations made by Strictly Financial and/or its Associate/s in relation to the Engagement assignment and contained in the documentation or to reliance thereupon by the Client. The Client hereby acknowledges that it shall be solely responsible for the consequences of any action taken by it based on the documentation or with respect to its interpretation of the documentation.  In the event of any finding of negligence against Strictly Financial which materially invalidates its research findings and/or any conclusions or recommendations contained in the documentation, the liability of Strictly Financial shall be limited to the fee and any disbursements or expenses. If the Client requires additional protection, the Client should obtain insurance.

7. Remuneration

7.1. In consideration of the services to be rendered by Strictly Financial under this Agreement, the client shall pay to Strictly Financial an agreed project fee or fees in respect of agreed days at and agreed day rate in pounds sterling as stipulated in the Engagement brief

7.2. Strictly Financial shall submit an invoice to the Client in respect of the Fees due to it (and Value Added Tax or any similar tax chargeable in respect of the Fee) together with a written record in such form as the Client may from time to time require showing the time devoted by Strictly Financial and its Associate/s to the provision of services under this Agreement.

7.3. Should the Fee be related in writing as a per day rate, this is described as each employee and or Associate working (8) hours per day, a per week rate as a working week at five (5) days and a per month rate as twenty (20) working days.

7.4. The Fees will be payable monthly, in arrears, and are exclusive of any disbursements and expenses incurred (see Clause 8)

7.5. Strictly Financial or its Associate/s shall be exclusively responsible for the payment of primary and secondary national insurance contributions and for the discharge of any income tax liability and Value Added Tax payable in respect of the Fees and any other payments made or benefits provided under this Engagement and shall pay any such contributions and taxes to the appropriate authorities and shall indemnify and keep indemnified the Client in respect of any liability incurred by the Client for income or any other tax, social security contributions, fines, penalties, interest and tax on tax, and professional fees arising from or incurred as a result of the payments made or the benefits provided to Strictly Financial or its Associate/s under this agreement, other than in respect of liabilities (if any) expressly accepted by the Client in accordance with this Engagement.

7.6. Invoices will be due for payment within 30 calendar days of the date of issue, and interest at 1.5 per cent per month will accrue on all amounts which have not been paid by the due date

7.7. On international projects where exchange rates fluctuate by more than 5%, Strictly Financial reserve the right to adjust final billings to compensate.

8. Expenses

The Client shall reimburse Strictly Financial all travelling, hotel, entertainment and other out-of-pocket expenses reasonably incurred by Strictly Financial’s employees and/or Associate/s in the proper provision of the services under this Agreement, provided that the client shall be entitled to such evidence of expenditure as it may reasonably require.

9. Confidential information

Strictly Financial and its Associate/s undertake not to disclose at any time to any other person (except for the purposes of conducting the assignment to which this Engagement Agreement pertains) any confidential information. Such information comprises any documents or information designated by the client and disclosed solely for the purposes of this Engagement, so long as such information is not known to others or is in the public domain.

10. Copyright and Intellectual Property Rights

10.1.Intellectual property rights on existing material introduced by either Strictly Financial or its Associate/s within the terms of this engagement shall remain the property of such Party

10.2. Intellectual property rights that exist and are owned by the Client but are amended or developed by Strictly Financial or its Associate/s within the assignment remain the Client’s property unless shared or transfer of ownership to Strictly Financial or its Associate/s is agreed.

10.3. Any research papers, documents, data, computer programmes and presentations or materials of any kind prepared in the course of the assignment specifically to meet the objectives of the Client engagement by either party becomes the property of the Client after payment in full of final invoice unless specifically identified and agreed as the property of Strictly Financial, and/or its Associate/s and/or a third party.

11. Termination and force majeure

11.1. If Strictly Financial or its Associate/s shall be guilty of any serious breach or non-observance of this Agreement or after written warning after fourteen (14) days in a case where any breach is capable of remedy either neglect or fail or refuse to perform material obligations under this Agreement, the Client shall be entitled to terminate the Engagement without notice and in the event of such termination neither Strictly Financial nor its Associate/s shall have any claim for damages or otherwise against the Client in respect of such termination.

11.2. If the Client shall be guilty of any serious breach or non-observance of this Agreement, Strictly Financial shall be entitled if, in a case where the breach is capable of remedy, fourteen (14) days after being given written warning by Strictly Financial, the Client has failed to comply with such warning to terminate the Engagement without notice so that the Client shall have no claim for damages or otherwise against Strictly Financial in respect of such termination but without prejudice to any rights which the client may have against Strictly Financial and its Associate/s.

11.3. Neither the Client nor Strictly Financial shall be regarded as being in breach of this Agreement by reason of the failure of that party to perform (wholly or in part) their obligations under it because of any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, or any other reason beyond the control of any party (all of which events are referred to in this clause as “events of force majeure”) provided that, if the Client or Strictly Financial are unable to perform its obligations or services by reason of an event of force majeure, that party shall give written notice to the other giving full particulars of the event of force majeure preventing performance as soon as reasonably practicable and in any event no later than  seven (7) days of the event of force majeure upon which that party relies. Where such notice is given, the performance by the party giving the notice shall be suspended until such time as the event of force majeure ceases to prevent the performance by that party of its or his obligations under this Agreement or until the other gives notice in writing of the termination of the Engagement at any time after performance ceases.

12. Delivery Up of Property

12.1. Strictly Financial shall upon the termination of the Engagement immediately deliver up to the Client all correspondence, documents, computer programmes or other property belonging to the Client which may be in the possession of Strictly Financial. Strictly Financial shall not retain any copies of those materials without the written consent of the Client.
12.2. Strictly Financial shall procure that its Associate/s shall deliver up all such property in the possession of the Associate/s as is referred to in clause 12.1

Notices

Any notice shall be duly served under this Agreement if in the case of the Client it is handed to a Director of the Client or sent by recorded or first class post to the client at its registered office or if in the case of Strictly Financial it is handed to Strictly Financial or sent by recorded or first class post to Strictly Financial at its offices (131 The Beaux-Arts Building, Manor Gardens, London N7 6JT/ 20 Ladbroke Road, Redhill RH1 1JY). A notice sent by first class post shall be deemed served on the first working day following posting.

Previous agreements

This Agreement shall take effect in substitution for all previous agreements and arrangements (if any) whether written, oral or implied between the Client and Strictly Financial relating to the services of Strictly Financial and all such agreements and arrangements shall be deemed to have been terminated by mutual consent.

Variation

No variation or alteration of the terms and conditions of this Agreement shall have effect unless in writing signed by duly authorised representatives of Strictly Financial and the Client. Any notification so agreed shall bind the Associate/s of Strictly Financial.

Jurisdiction

This Agreement shall be governed by and construed in accordance of the laws of England and Wales and for the benefit of the Client, Strictly Financial and its Associate/s submit to the exclusive jurisdiction of the English courts.

Any notice shall be duly served under this Agreement if in the case of the Client it is handed to a Director of the Client or sent by recorded or first class post to the client at its registered office or if in the case of Strictly Financial it is handed to Strictly Financial or sent by recorded or first class post to Strictly Financial at its offices (131 The Beaux-Arts Building, Manor Gardens, London N7 6JT/ 20 Ladbroke Road, Redhill RH1 1JY). A notice sent by first class post shall be deemed served on the first working day following posting.

Previous agreements

This Agreement shall take effect in substitution for all previous agreements and arrangements (if any) whether written, oral or implied between the Client and Strictly Financial relating to the services of Strictly Financial and all such agreements and arrangements shall be deemed to have been terminated by mutual consent.

Variation

No variation or alteration of the terms and conditions of this Agreement shall have effect unless in writing signed by duly authorised representatives of Strictly Financial and the Client. Any notification so agreed shall bind the Associate/s of Strictly Financial.

Jurisdiction

This Agreement shall be governed by and construed in accordance of the laws of England and Wales and for the benefit of the Client, Strictly Financial and its Associate/s submit to the exclusive jurisdiction of the English courts.