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Services Agreement

Parties

Provider means Mirrabook Consulting Limited (CRN 12536039) trading as Query Law (http://querylaw.com/uk) of Mansion House, Manchester Road, Altrincham, Cheshire, England, WA14 4RW, contactable on info@querylaw.com.

Customer means you, the person getting Provider's Service.

Background

Capitalised words and phrases are defined in the section of the document entitled “Definitions”.

  • Provider provides Services.
  • Provider will provide the Services to Customer on the terms and conditions of the Agreement.

It is agreed as follows.

1. Agreement Creation

Customer agrees to the terms of the Agreement by using the Services.

2. Agreement Duration

The Agreement will apply until Provider completes the Services.

3. Supply of Services

Provider will provide the Services as agreed or otherwise set out in the Work Specification to Customer in accordance with the Agreement.

4. Timing for Completion

Provider will achieve completion of the Services within the timeframe specified in the Works Specification, or otherwise agreed between the parties.

5. Payment Calculation

Customer must pay Provider the amount specified in the Work Specification in exchange for the Services.

6. Payment Method

Provider will invoice Customer for the Services rendered following completion of the Services by the Provider and Customer will make payment for the Services by the date specified in the invoice(s).

7. Failure to Pay

  • If Customer fails to pay any amount due under the Agreement on time, Provider may immediately, at its discretion charge Customer interest on the overdue amount at an interest rate equal to the Bank of England base rate plus 4%; and
  • if payment is overdue for longer than 7 days, Provider may suspend the provision of the Services to Customer until the overdue payment is received.

8. Confidentiality

8.1 Keeping secret

Both Provider and Customer will Keep Secret the Confidential Information of the other party for the term of the Agreement and use it only for performing obligations or exercising rights under the Agreement.

8.2 Handling information post agreement

Upon termination of the Agreement, each party must return, or at the discretion of the other party, delete or destroy all Confidential Information in its possession or control.

9. Data Protection

The parties shall comply with their data protection obligations as set out in the Data Protection Act 2018 and the European Union General Data Protection Regulation.

10. Intellectual Property Ownership

10.1 Ownership

If Customer obtains any interest in the New IP, Customer Transfers Intellectual Property Ownership in the New IP to Provider.

10.2 Customer licence

Provider grants a licence to Customer to the New IP and the Background IP as described in the table below.

TopicCondition
PartiesProvider grants to Customer
TypeExpansive Licence
Purposefor the purposes of the licensee's business

11. Limitation of Provider's Liability

The amount Customer can claim from Provider in relation to the Agreement and Services (including for any Example Limitation Risks) is Limited To The Amount of £50,000.

12. Customer's Warranties

The Customer warrants that:

  • it is obtaining the Services for commercial purposes only; and
  • that the Services are not Reserved Legal Activities (as that term is defined in section 12 of the Legal Services Act 2007).

13. Customer's Acknowledgements

The Customer acknowledges that:

  • the Provider is not authorised to conduct reserved legal activities pursuant to the Legal Services Act 2007; and
  • the Provider is not an exempt person for the provision of reserved legal activities.

14. Termination for Breach

  • Agreement can be terminated immediately by either party if:
    • either party notifies the other party of an Agreement breach; and
    • 14 days after the breach notification, the Agreement breach is not remedied.
  • Agreement can be terminated by either party if the other party becomes insolvent.

15. Miscellaneous

  • The governing law of the Agreement will be the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales for any proceedings under the Agreement.
  • The parties may send Communications to other Agreement parties using the email addresses listed in the party details section of the Agreement, and/or such other email addresses used by the parties to communicate with each other.
  • Customer will be liable for all duties and taxes connected with the Agreement, including any value added tax.
  • The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.
  • The Agreement will apply retrospectively to anything provided by Provider to Customer within the scope of the Agreement prior to the commencement of the Agreement, unless the parties agree otherwise in writing.
  • The parties agree to:
    • the Boilerplate Provisions; and
    • the Interpretation Principles.

DEFINITIONS

Agreement

means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.

Background IP

means the intellectual property rights owned by Provider:

  • prior to the application of the Agreement; or
  • created by Provider outside the scope of the Agreement.

Boilerplate Provisions

The following sections apply to the Agreement.

Further assurance

The parties will promptly execute and deliver such documents, perform such acts and do such things as may reasonably be required from time to time for the purpose of giving full effect to this agreement.

Entire agreement

This agreement (together with the documents referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Variation and waiver

  • No variation of this agreement will be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy under this agreement or by law is only effective if it is in writing.
  • Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it will 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 will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this agreement.

Third party rights

A person who is not a party to this agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Communications

means any contractual communication in connection with the Agreement.

Confidential Information

means all information:

  • disclosed by a disclosing party to recipient party; or
  • which otherwise becomes to be known by the recipient party,

that could reasonably be regarded as confidential to the disclosing party, and includes information relating to:

  • technology, processes, products, inventions or designs used or developed by a disclosing party;
  • trade secrets and know-how;
  • customer lists and customer data; and
  • commercially sensitive information.

Consequential Loss

means any kind of consequential, special or indirect loss like loss of profits, loss of goodwill, pure economic loss or loss of opportunity.

Contributed IP

means:

  • the Intellectual Property Rights owned by Customer prior to the creation of the Agreement; and
  • the Intellectual Property Rights created by Customer, or provided by Customer to Provider, in the course of Provider rendering the Services.

Disclosing Party

means the party disclosing Confidential Information under the Agreement.

Expansive Licence

  • The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose. Unless otherwise specified in the clause the licence is:
    • irrevocable;
    • transferrable;
    • sub-licensable;
    • perpetual;
    • non-exclusive;
    • royalty free; and
    • global.
  • Where there is a licence exception, the licence of Intellectual Property Rights above will not apply to the subject of the licence exception.
  • The licence granted above will be subject to any terms and conditions specified in the clause.
  • The licensor warrants and represents to licensee that it has the right to license the Intellectual Property Rights under this clause and that the licensee’s legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.
  • The licensor gives (and warrants that it will obtain) all waivers necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing moral rights any individual may have in the licence subject under copyright law or any similar provision of law in any jurisdiction.

Example Limitation Risks

means any liabilities arising from the risks described below.

Risks from advice, including:

  • reliance on advice or opinions in whatever form;
  • failure to provide correct information; and
  • incorrect technical advice or data.

Risks from data, including:

  • breach of privacy or data protection law;
  • digital security issues like malware;
  • breach of any law in connection with spam;
  • the storage of any third party data;
  • corrupted or lost data; and
  • a third party pursuing a right conferred by privacy or data protection law.

Intellectual Property Rights

means, all rights, title and interest, in each of the following and all similar rights throughout the world, whether registered, unregistered or pending registration, and whether conferred by statute, common law, equity or otherwise:

  • copyright;
  • trade marks;
  • service marks;
  • trade names, brand names or indications of source, appellation or origin;
  • rights in get-up;
  • inventions including patents, utility patents, patent applications, utility patent applications, and utility models;
  • circuit layout designs;
  • database rights and rights in data;
  • topography rights;
  • design rights;
  • plant variety and plant breeder rights;
  • domain name registrations;
  • confidential information, trade secrets, and know how;
  • any other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967;
  • any application for the registration of any of the above, and any rights to make such an application;
  • any right to take action to enforce any of the above rights; and
  • any licence from a third party to use any of the above.

Interpretation Principles

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows.

Parties

For the parties to this document:

  • a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party; and
  • any reference to a trustee includes any substituted or additional trustee.

Grammatical Forms

In this document grammatical forms shall be interpreted as follows:

  • unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
  • including', 'includes' or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
  • where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
  • headings are for convenience and will not affect interpretation;
  • words in the singular will be taken to include the plural and also the opposite; and
  • “£” means British pound sterling.

Document References

For other documents referenced by this document:

  • a reference to a document will be to that document as updated, varied or amended;
  • a document referenced by the Agreement will not take precedence over the referencing document;
  • when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
  • where a “URL” is mentioned, the non-operation of the “URL” will not render the rights and obligations associated with it invalid; and
  • any referenced digital resource may be replaced with another digital resource that is a “copy” of the original resource.

Rights and Obligations

In this document:

  • a reference to a party's conduct includes omissions as well as acts;
  • if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
  • where a party is required to do 'anything necessary', this includes executing agreements and other legal instruments.

Definitions

For definitions in this document:

  • defined terms begin with capital letters and are not legally effective except to the extent described below;
  • where a definition contains rights and obligations, those rights and obligations will be incorporated by reference into the clause that uses the definition (referred to in the definition as “the clause”);
  • parameters for rights and obligations described by a definition are indicated with text in italics;
  • parameters in a definition inherit meaning from the equivalent concepts in a plain reading of the clause (including the defined term) using the definition;and
  • where a definition refers to rights and obligations as “these” or “this”, it is referring to rights and obligations created by the use of the definition in a clause.

Keep Secret

Obligation of confidentiality

  • The recipient party agrees to use the confidentiality subject solely for the confidentiality purpose.
  • The recipient party agrees to keep the confidentiality subject strictly confidential for the confidentiality period.

Standard of confidentiality

The recipient party agrees to:

  • use industry standard security techniques to prevent;
  • immediately notify disclosing party of;
  • comply with disclosing party’s reasonable instructions regarding; and
  • use its best endeavours to mitigate the effects of,

any unauthorised access to or use of the confidentiality subject for which the recipient party is responsible in whole or in part.

Permitted disclosures

  • The recipient party may disclose the confidentiality subject to professional advisors, like lawyers or accountants, but only to the extent necessary for the confidentiality purpose.
  • The recipient party may disclose the confidentiality subject if it is, or subsequently comes to be, publicly known through no fault, act, or omission on the part of the recipient party;
  • The recipient party is also permitted to disclose the confidentiality subject if:
    • the disclosure is necessary in order to enforce the Agreement; or
    • the disclosure is required by law or a binding order of a government agency or court, but (to the extent permitted by law) the recipient party must not make such a disclosure without first notifying disclosing party and giving the disclosing party a reasonable opportunity to object to the disclosure.
  • The recipient party must comply with the disclosing party’s reasonable requests with regard to any permitted disclosure.
  • The recipient party must use reasonable endeavours to ensure any person receiving the confidentiality subject through a permitted disclosure will treat it confidentially, and under substantially the same obligations as these confidentiality obligations.

Exceptions

Where there is a confidentiality exception, these confidentiality obligations will not apply to the extent of the confidentiality exception.

Damages not an adequate remedy

  • The parties agree that:
    • the value of keeping the confidentiality subject confidential is difficult to assess; and
    • damages would not be an adequate remedy for the irreparable harm that would be caused by the recipient party’s breach of these confidentiality obligations.
  • If the recipient party actually breaches or threatens to breach these confidentiality obligations, disclosing party will be entitled to enforce the recipient party’s confidentiality obligations by injunctive relief or specific performance, in addition to any other available remedy. The disclosing party will not be required to prove actual or special damage in order to do so.

Mutual obligations

These confidentiality obligations may be mutual so that, if specified in the clause, each party to the Agreement may simultaneously be a disclosing party with respect to its own confidentiality subject and a recipient party with respect to another party’s confidentiality subject.

Limited To The Amount

meas as follows.

Non excludable conditions

These limitations of liability will not operate to restrict the limiting party’s liability from:

  • death or personal injury resulting from negligent acts or omissions;
  • fraud or fraudulent misrepresentation; and
  • the non-excludable statutory rights of the limited party.

Limitation

To the extent not prohibited by law, limiting party’s total aggregate liability to the limited party in respect of the limitation subject will:

  • be limited to £50,000; and
  • exclude all liability for Consequential Loss,

for any liabilities connected directly or indirectly with the limited party and limiting party dealings in relation to the limitation subject, including liabilities based on:

  • contract law;
  • tort law; or
  • legislation,

and including liabilities caused by the limitation risks.

Where there is a limitation exception, this limitation of liability does not apply to the subject of the limitation exception.

Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by limiting party to limited party under the Agreement.

Implied Conditions

To the extent not prohibited by the law, all terms and conditions implied by any other source of law in relation to dealings between the limiting party and the limited party in respect of the limitation subject are excluded from the Agreement.

New IP

means the Intellectual Property Rights created by Provider for Customer under the Agreement, and does not include Background IP or Contributed IP.

Service, Services

means legal consulting services, or such other services agreed between the parties from time to time and/or as otherwise set out in the Works Specification.

Transfers Intellectual Property Ownership

  • The assignor assigns all current and future Intellectual Property Rights in the transfer subject with full title guarantee to assignee.
  • The assignment is global unless the clause specifies a particular territory for the assignment, in which case the Intellectual Property Rights are assigned in that territory only.
  • The assignor warrants and represents to the assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the assignee’s legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
  • The assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
  • The assignor irrevocably waives (and warrants that it will obtain waivers to) all moral rights any individual may have in the transfer subject under copyright law or any similar provision of law in any jurisdiction.
  • Where there is a transfer exception, the transfer of Intellectual Property Rights in the subclauses above will not apply to the subject of the transfer exception.

Work Specification

means the any agreement or document between the parties (either written or verbal) setting out the Services to be delivered by Provider to Customer, whether contained in one document or multiple documents.