1. Interpretation

1.2 In this Agreement unless otherwise specified:

1.2.1 where the context permits, words importing the singular shall include the plural and vice versa; and words importing the masculine shall include the feminine and neuter and vice versa.

1.3.1 references to Clauses and Schedules are to clauses of, and schedules to, this Agreement.
2. Term and Termination

2.1 This Agreement shall commence upon [the ‘Effective Date; applicable if signing a copy of this agreement as part of a Purchase Order/Invoice and only after a job request is accepted by AndrewKelsall.com ] and subject to clause 2.2 of this Agreement shall terminate automatically without notice on [the ‘Effective Date’].

2.2 This Agreement can be terminated by either party upon thirty (30) days written notice to the other party.

2.3 Either party shall be entitled to terminate this Agreement with immediate effect by notice in writing to the other if:

2.3.1 the other party commits any material breach of the terms of this Agreement;

2.3.2 an order is made or a petition is presented or an effective resolution is passed or order is made for the bankruptcy or winding-up of the other party; or

2.3.3 a receiver or administrator is appointed over all or any of the assets of the other party or an administration order is made with regard to the other party.

2.4 Termination of this Agreement shall be without prejudice to any rights and obligations existing at the date of termination, or any claim by one party against the other for any breach of this Agreement committed prior to termination, which shall continue unaffected.
3. Obligations of the Customer and/or Client

3.1 The Customer or Client will provide AndrewKelsall.com , free of charge, with all information, materials, documentation, resources and other things reasonably requested by AndrewKelsall.com  to allow AndrewKelsall.com  to provide the Services. The Customer or Client will ensure that its staff, contractors and other Service Providers co-operate fully with AndrewKelsall.com  and cause no delay. Where AndrewKelsall.com  needs the Customer or Client to provide information or to take a decision, the Customer or Client will do so promptly and so as not to delay AndrewKelsall.com .

3.2 Whilst any of AndrewKelsall.com ’s employees are working on the Customer’s or Client’s premises, the Customer or Client will ensure their health and safety.
4. AndrewKelsall.com’s Warranty and Liability

4.1 AndrewKelsall.com  undertakes to provide the services as set out in Schedule 1 to this Agreement (the “Services”), in consideration of the payment as set out in Schedule 2 to this Agreement.

4.2 Should the Customer or Client request and AndrewKelsall.com  agrees to provide services additional to those specified in Schedule 1, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement the additional services shall be deemed to be included within the definition of Services.

4.3 AndrewKelsall.com  will perform the Services with reasonable skill and care. If the Services are not provided in accordance with this warranty and the Customer notifies AndrewKelsall.com  in writing of the non-compliance with this warranty within 1 month after performance, AndrewKelsall.com  will re-perform the Services.

4.4 No representation or warranty is given that the Services will be uninterrupted or error free or that all errors, defects or deficiencies can be corrected or remedied.

4.5 AndrewKelsall.com  will not be liable in contract or in tort (including negligence) or in any other way for any loss or damage sustained or incurred by the Customer or Client or any third party resulting from any defect, deficiency or error in the provision of the Services.

4.6 AndrewKelsall.com  limits its liability for any loss or damage to tangible property of the Customer or Client to that which has been caused directly by the negligence of AndrewKelsall.com  or its employees acting in the course of their employment and AndrewKelsall.com  will not be liable for any loss or damage to any tangible property which exceeds in aggregate £100 or the value of the property lost, or the cost of repairing the damage to the property (whichever is the less).

4.7 Subject to clause 4.9 below, but otherwise despite anything else contained in this Agreement, AndrewKelsall.com  will not be liable to the Customer or Client for loss of profits, loss of business, loss of anticipated savings, loss of opportunity, loss of contracts or any indirect or consequential loss, whether arising from negligence, breach of contract or in any other way, and whether or not of a kind foreseeable by AndrewKelsall.com .

4.8 All terms, conditions, representations and warranties, express or implied, not set out in this Agreement are, to the fullest extent permitted by law excluded including (without limitation) any implied warranties, terms and conditions as to performance, fitness for purpose, merchantability and satisfactory quality.

4.9 The limitations and exclusions on AndrewKelsall.com ‘s liability in this Agreement do not apply in respect of death or personal injury caused by the negligence of AndrewKelsall.com  or its employees acting in the course of their employment, or in respect of any fraudulent misrepresentation.

4.10 AndrewKelsall.com shall not be liable to the Customer or Client for any breach of this Agreement for failing to perform any obligation where such breach or failure was a result of any act of God, insurrection or civil disorder, war or military operations, inclement weather, failure or shortage of power supplies, failure of computer equipment, flood drought, lightning or fire, national or local emergency, acts or omissions of government, highway authority or other government authority, compliance with any statutory obligation, industrial disputes of any kind, or any other cause beyond AndrewKelsall.com ‘s reasonable control.

4.11 The Customer acknowledges that the exclusions and limitations on AndrewKelsall.com’s liability in this Agreement have been drawn to the Customer’s or Client’s attention and that AndrewKelsall.com  is willing to undertake greater liability than that mentioned above provided AndrewKelsall.com  is able to obtain insurance to cover fully its potential liabilities to the Customer or Client and the Customer or Client pays for that insurance.

4.12 AndrewKelsall.com  shall promptly provide to the Customer or Client written reports on the discharge of his obligations under this Agreement as and when these may be reasonably requested.

4.13 All communications and all information supplied to or obtained by AndrewKelsall.com  in the course of or as a result of the discharge of his obligations under this Agreement and all information relating to any invention, improvement, report, recommendation or advice given to the Customer or Client by AndrewKelsall.com  in pursuance of his obligations shall be treated by AndrewKelsall.com  as confidential and shall not be disclosed by him to any third party or published without prior written consent of the Customer or Client, such consent not to be unreasonably withheld.

4.14 AndrewKelsall.com  undertakes that, in the event of his being unable personally to perform the Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the Services in his place a fully qualified alternative service provider acceptable to the Customer or Client (the “Substitute”), provided that the provision of the Substitute shall be under a subcontract between AndrewKelsall.com  and the Substitute and that the rights and obligations of AndrewKelsall.com  under this Agreement in relation to the Customer or Client shall not be affected, nor shall the Customer or Client be under an obligation to pay any fees to the Substitute for the provision by him of the Services.
5. Intellectual Property Rights

5.1 All intellectual property and industrial property rights throughout the world in patentable and non-patentable inventions, discoveries and improvements, processes and know-how, copyright works and the like discovered or created by AndrewKelsall.com  in the course of or as a result of the discharge of his obligations under this Agreement shall vest in and be the absolute property of the Customer or Client. Upon the request of the Customer or Client AndrewKelsall.com  shall, at the Customer’s or Client’s expense, execute all documents and do all acts and things required to vest or perfect the vesting of such property rights legally and exclusively in the Customer or Client or any nominee or assignee of the Customer or Client.
6. Expenses

6.1 The Customer or Client will reimburse AndrewKelsall.com  for all reasonable expenses incurred in the discharge of his obligations under this Agreement, provided that all such expenses will be subject to the prior written approval of the Customer or Client. Expenses are to be accounted for and reimbursement will be made against vouchers approved by the Customer or Client and in accordance with relevant standard Customer or Client procedure as from time to time established and notified to AndrewKelsall.com ‘.
7. Miscellaneous

7.1 For the avoidance of doubt both parties confirm that AndrewKelsall.com  enters into this Agreement as an independent contractor and that he is not nor shall for any purpose be regarded as an employee of the Customer or Client.

7.2 Except as otherwise provided in this Agreement, all notices, instructions or other communications shall be in writing and may be made by facsimile message, by letter or other form of communication as agreed between the parties from time to time, and delivered to the requisite party at its address:

If to AndrewKelsall.com :
Please contact me for my address.

If to the Customer:

ADDRESS HERE

The parties may change the address set forth above by giving notice to the other parties in accordance with the provisions of this Clause.

Any communication shall be deemed delivered:

(a) if delivered by hand, at the time of delivery;

(b) if posted by first class recorded delivery post, when delivery is recorded; and

(c) if sent by facsimile message at the time of transmission.

7.3 The obligations imposed upon AndrewKelsall.com  under clauses 4.13 and 5 shall survive the expiry or termination of this Agreement.

7.4 The terms of this Agreement shall be governed by and construed in accordance with English law and be subject to the non-exclusive jurisdiction of the English Courts.

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