Terms And Conditions

CONSULTANCY AGREEMENT – PARTIES

BOX CREATIVE LTD incorporated and registered in England and Wales with company number 10421941 whose registered office is at 3a Hillside Crescent, Leigh-on-Sea, Essex, SS9 1EN, (“Consultant”).

and  (“Client”).

BACKGROUND:

A. The Consultant carries on business providing consultancy services in the brand and design sector and has the know-how and resources necessary to provide the Services as hereinafter defined; and

B. The Client wishes to engage the Consultant and the Consultant wishes to accept such engagement to provide the Services to the Client (as hereinafter defined) on the terms and subject to the conditions set out in this Consultancy Agreement.

AGREED TERMS

1 INTERPRETATION 

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Agreed Fee” the sums payable for the Services, as set out in theProposal

Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business

Business Hours” the period from 9.00 am to 5.00 pm on any Business Day

Revision Request” has the meaning given in Clause 7.1

control” shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control: shall be construed accordingly

Client Materials” all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Consultant in connection with the Services, including the items provided pursuant to Clause 5.1(d)

“Completion Date” means the completion date specified in the Welcome Pack or such extended date as may be agreed between the parties in writing

Data Controller” has the meaning set out the Data Protection Act 2018

Data Subject” an individual who is the subject of Personal Data

Deliverables” any output of the Services to be provided by the Consultant to the Client as specified in the Proposal and any other documents, products and materials provided by the Consultant to the Client in relation to the Services

Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trademarks, service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

Personal Data” has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Client is the Data Controller and in relation to which the Consultant is providing services under this agreement.

Services” the services as set out in the Proposal including services which are incidental or ancillary to such services

VAT” value added tax chargeable under the Value Added Tax Act 1994 (Applicable to UK Clients only)

1. INTERPRETATION

1.2  Clauses and paragraph headings shall not affect the interpretation of this   agreement.

1.3  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Proposal and Welcome Pack form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Proposal and Welcome Pack.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.9  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

1.11 A reference to writing or written includes email.

1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.14 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. ENGAGEMENT

2.1 The Client hereby engages the Consultant to provide the Services set out in the Proposal.

2.2 The Consultant shall use its best endeavours to promote the interests of the Client (including its associated companies), unless prevented by ill health or accident;

2.3 The Client hereby acknowledges that the Consultant is carrying on business on its own account and that the Consultant is entitled, subject always to the provisions of Clause 6 hereof, to solicit or accept from and perform other work for third parties during the continuance in force of this Consultancy Agreement, provided that no conflict of interest exists, and the performance of the Services is not compromised. 

3. COMMENCEMENT AND DURATION  

3.1  This agreement shall commence on the date specified in the Welcome Pack and shall continue, unless terminated earlier in accordance with Clause 13, until the Completion Date when it shall terminate automatically without notice.

4. THE CONSULTANT’S RESPONSIBILITIES  

4.1  The Consultant shall use reasonable endeavours to manage and complete the Services, and deliver the Deliverables to the Client, in accordance with this agreement in all material respects.

4.2  The Consultant shall use reasonable endeavours to meet any performance dates and the Completion Date specified in the Welcome Pack, but any such dates shall be estimates only and time for performance by the Consultant shall not be of the essence of this agreement.

4.3  The Consultant shall appoint Lauren Jones as manager for the Services. She shall have authority to contractually bind the Consultant on all matters relating to the Services (including by signing Revision Request). 

5.   CLIENT’S OBLIGATIONS  

5.1  The Client shall:

(a)   co-operate with the Consultant in all matters relating to the Services;

(b)  appoint a point of contact for the Services. That person shall have the authority to contractually bind the Client on matters relating to the Services (including by signing  a Revision Request);

 (c)   provide, for the Consultant, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as reasonably required by the Consultant;

 (d)   provide to the Consultant in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) or otherwise reasonably required by the Consultant in connection with the Services and ensure that they are accurate and complete in all material respects;

5.2 If the Consultant’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Consultant shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.

6. NON-SOLICITATION  

6.1  The Client shall not, without the prior written consent of the Consultant, at any time from the date of this agreement to the expiry of 6 months after the termination or expiry of this agreement, solicit or entice away from the Consultant or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Consultant in the provision of the Services.

6.2 Any consent given by the Consultant in accordance with Clause 6.1 shall be subject to the Client paying to the Consultant a sum equivalent to 20% of the then current agreed remuneration of the Consultant’s employee, consultant or subcontractor.

7. REVISION REQUEST PROCESS  

7.1 Either party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect until a Revision Request has been signed by both parties. A Revision Request shall be a document setting out the proposed changes and the effect that those changes will have on:

(a)  the Service;

(b)  the Consultant’s existing Agreed Fee;

(c)  the timetable of the Services; and

(d)  any of the terms of this agreement.

 7.2 If the Consultant wishes to make a change to the Services it shall provide a draft Revision Request to the Client.

 7.3 If the Client wishes to make a change to the Services:

(a)   it shall notify the Consultant and provide as much detail as the Consultant reasonably requires of the proposed changes, including the timing of the proposed changes; and

(b)   the Consultant shall, as soon as reasonably practicable after receiving the information at Clause 7.3(a), provide a draft Revision Request to the Client.

7.4 If the parties:

(a)   agree, in writing, to a Revision Request, that Revision Request shall amend this agreement; or

(b)   are unable to agree a Revision Request, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in Clause 27.

7.5  The Consultant may charge for the time it spends on preparing and negotiating a Revision Request which implement changes proposed by the Client pursuant to Clause 7.3 on a time and materials basis at the Consultant’s daily rates as specified in the Proposal.

8.   AGREED FEE AND PAYMENT  

8.1 In consideration of the provision of the Services by the Consultant, the Client shall pay the Agreed Fee.

8.2 Where the Agreed Fee is calculated on a time basis:

(a)   the Consultant’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, worked during Business Hours £450 ex VAT; and

(b)  the Consultant shall ensure that every individual whom it engages on the Services completes time sheets to record time spent on the Services, copies of which can be produced, on request.

8.3  The Consultant shall invoice the Client for the Agreed Fee at the intervals specified or on the achievement of the Completion Date indicated, in the Proposal. If no intervals are specified [i.e. in circumstances where services rendered are delivered on a rolling basis] the Consultant shall invoice the Client at the end of each month for Services performed during that month.

8.4 The Client shall pay each invoice submitted to it by the Consultant within the time specified on the invoice, of receipt to a bank account nominated in writing by the Consultant from time to time.

8.5  Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Consultant any sum due under this agreement on the due date:

  1. the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Natwest base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; 

and

(b)  the Consultant may suspend all or part of the Services until payment has been made in full.

8.6  All sums payable to the Consultant under this agreement:

  1. are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; 

and

  1. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.    INTELLECTUAL PROPERTY RIGHTS (“IPR’s”)   

9.1  In relation to the Deliverables:

(a)   The Consultant and or subcontractors shall retain ownership of all IPRs in the Deliverables, excluding the Client Materials; and

  1. The Consultant grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free licence in perpetuity  to copy and modify the Deliverables for the purpose of receiving and using the Services and the Deliverables in its’ business.

9.2  In relation to the Client Materials, the Client:

  1. shall retain ownership of all IPRs in the Client Materials; 

b) grants the Consultant a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this agreement for the purpose of providing the Services to the Client; and

  1. the Consultant shall have no IPR’s in the Clients Material. 

9.3  The Consultant:

  1. warrants that the receipt, use and onward supply of the Services and the Deliverables by the Client shall not infringe the rights, including any Intellectual Property Rights, of any rights of third parties to the extent that infringement results from copying; and 

 (b)  shall not be in breach of the warranty at Clause 9.3(a), and the Client shall have no claim, to the extent the infringement arises from:

(i)   the use of the Client Materials in the development of, or the inclusion of the Client Materials in any Deliverable;

(ii)   any modification of the Deliverables or Services, other than by or on behalf of the Consultant; and

(iii)  compliance with the Client’s specifications or instructions, where infringement could not have been avoided while complying with such specifications or instructions and provided that the Consultant shall notify the Client if it knows or suspects that compliance with such specification or instruction may result in infringement.

9.4        The Client:

(a)  warrants that the receipt and use of the Client Materials in the performance of this agreement by the Consultant, its’ agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

(b)   shall keep the Consultant indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Consultant as a result of or in connection with any claim brought against the Consultant, its’ agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights[, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt or use in the performance of this agreement of the Client Materials.

9.5 Notwithstanding the extent of Clause 9, the Client grants the Consultant the right to use the Deliverables to advertise and promote its’ consultancy services.

10. DATA PROTECTION AND DATA PROCESSING

10.1 The Client and the Consultant acknowledge that for the purposes of the Data Protection Act 2018, the Client is the Data Controller and the Consultant is the data processor in respect of any Personal Data.

10.2  The Consultant shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Client.

10.3  The Consultant warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:

(a)  take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

(i)   the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

(ii)   the nature of the data to be protected.

(b)  take reasonable steps to ensure compliance with those measures. 

10.4  Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 10.

10.5  The Client acknowledges that the Consultant is reliant on the Client for direction as to the extent to which the Consultant is entitled to use and process the Personal Data. Consequently, the Consultant will not be liable for any claim brought by a Data Subject arising from any action or omission by the Consultant, to the extent that such action or omission resulted directly from the Client’s instructions.

10.6  The Consultant may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractors’ contract:

(a)  is on terms which are substantially the same as those set out in this agreement; and

(b)  terminates automatically on termination of this agreement for any reason.

11.   CONFIDENTIALITY

11.1  Each party undertakes that it shall not at any time during this agreement, and for a period of one year after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, Clients, clients or the Consultants of the other party or, where appropriate, any member of the group of companies to which the other party belongs, except as permitted by Clause 11.2.

11.2  Each party may disclose the other party’s confidential information:

(a)  to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 11; and

(b)   as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3  No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

11.4 The Consultant shall use reasonable endeavours to manage and complete the Services, and deliver the Deliverables to the Client, in accordance with this agreement in all material respects.

12.   LIABILITY, INDEMNITY AND INSURANCE 

12.1  Nothing in this agreement shall limit or exclude the Consultant’s liability for:

(a)  death or personal injury caused by its negligence;

(b)  fraud or fraudulent misrepresentation; or

(c)  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

12.2 Subject to Clause 12.1, the Consultant shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for: 

(a)  loss of profits;

(b)  loss of sales or business;

(c)  loss of agreements or contracts;

(d)  loss of anticipated savings;

(e)  loss of or damage to goodwill;

(f)  loss of use or corruption of software, data or information; and

(g)  any indirect or consequential loss.

12.3 The Consultant shall indemnify and keep indemnified the Client against all loss, damage and liability suffered by the Client, including costs and expenses, resulting from any breach of this agreement by, or any other act or omission of (whether or not such act or omission constitutes a breach of this agreement, the Consultant; provided that such loss, damage and liability shall have been reasonably foreseeable as a consequence of such act or omission.

12.4 The Consultant shall hold appropriate insurance in connection with the performance of the Services (including, but not limited to public liability insurance and professional indemnity insurance), each to a minimum cover of £1 million and shall provide the policy documents relating to such insurance to the Client upon the request.

13.   TERMINATION

Retainer Clients

13.1  The parties shall have the right to terminate this agreement on giving the other party not less than one (1) months’ written notice of termination.

Project Clients

13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a)   the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified, in writing, to do so;

(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c)   the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d)   the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e)   a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f)   an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(g)  the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(h)   a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(i)   a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(j)   any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.1(c) to Clause 13.1(i) (inclusive); or

(k)   the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.3  Without affecting any other right or remedy available to it, the Consultant may terminate this agreement with immediate effect by giving written notice to the Client if:

(a)  the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 28 days, or as stated on the invoice, after being notified in writing to make such payment; or

(b)  there is a change of control of the Client.

14.   CONSEQUENCES OF TERMINATION

14.1  On termination or expiry of this agreement and/or any Revision Requests under Clause 7, which result in significant change to this agreement, the Proposal or Welcome Pack and as a consequence result in the termination of this agreement before Completion will result in the following 

  1. any deposit paid will be retained by the Consultant;
  1. the Client shall immediately pay to the Consultant all of the Consultant’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Consultant may submit an invoice, which shall be payable immediately on receipt;
  1. The Consultant shall on request return any of the Client Materials not used up in the provision of the Services; and
  1. the following clauses shall continue in force: Clause 1 (Interpretation), Clause 6 (Non-solicitation), Clause 9 (Intellectual property rights), Clause 11 (Confidentiality), Clause 12 (Liability, indemnity and insurance), Clause 14 (Consequences of termination), Clause 18 (Waiver), Clause 20 (Severance), Clause 22 (Conflict), Clause 27 (Dispute resolution procedure), Clause 28 (Governing law) and Clause 29 (Jurisdiction).

14.2  Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

15.   FORCE MAJEURE  

15.1 Neither party shall be liable to the other in any way whatsoever for any breach of this Agreement or failure to perform any obligations where such breach or failure is the result of circumstances beyond that party’s reasonable control, including, but not limited to, Acts of God, fire, flood, explosion or other catastrophe.

16.   ASSIGNMENT AND OTHER DEALINGS  

16.1  This agreement is personal to the Client and the Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

16.2  The Consultant may at any time assign, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that the Consultant gives prior written notice of such dealing to the Client.

 17.  VARIATION

Subject to Clause 7, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.   WAIVER  

18.1  A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

18.2  A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18.3 A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

19.   RIGHTS AND REMEDIES  

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20.   SEVERANCE  

20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

20.2  If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. ENTIRE AGREEMENT  

21.1  This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

22.   CONFLICT  

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Proposal and Welcome Pack, the provisions of this agreement shall prevail.

23.   NO PARTNERSHIP OR AGENCY  

23.1  Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

23.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24.   THIRD PARTY RIGHTS  

No one other than a party to this agreement their successors and permitted assignees shall have any right to enforce any of its terms.

25.   NOTICES  

25.1  Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

(a)  delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered; or

 (b)   sent by specified email address: hello@box-creative.co.uk.

25.2  Any notice or communication shall be deemed to have been received:

(a)  if delivered by hand, on signature of a delivery receipt;

(b)  if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

(c)   if sent by email, at 9.00 am on the next Business Day after transmission.

25.3  This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26. COUNTERPARTS  

26.1  This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

26.2  Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter.

26.3  No counterpart shall be effective until each party has executed and delivered at least one counterpart.

27. MULTI-TIERED DISPUTE RESOLUTION PROCEDURE  

27.1  If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause:

(a)  either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Client and Lauren Jones of the Consultant shall attempt in good faith to resolve the Dispute;

(b)  the Client and Lauren Jones of the Consultant are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the appropriate authorising personnel acting on behalf of the Client and Lauren Jones of the Consultant who shall attempt in good faith to resolve it; and

(c)   if the appropriate authorising personnel acting on behalf of the Client and Lauren Jones of the Consultant are for any reason unable to resolve the Dispute within 28 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.

27.2 No party may commence any court proceedings under Clause 29 in relation to the whole or part of the Dispute until 28 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.

27.3 If the Dispute is not resolved within 28 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 28 days, or the mediation terminates before the expiration of the said period of 28 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with Clause 29.

28. GOVERNING LAW  

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

29. JURISDICTION  

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement will be entered into on the date stated at the beginning of the Welcome Pack.