Infologik Ltd t/a wedo accounting Business Consulting Services Agreement -Terms and Conditions for BBLS Loans
This Business Consulting Agreement herein referred to as the “Agreement” is entered into and deemed effective on the date that this agreement and it’s terms were accepted through the action of you (the Client) ticking of the ‘I have read and agree to the Infologik Ltd t/a wedo accounting Business Consulting Services Agreement -Terms and Conditions ’ check box contained in the form entitled ‘Bounce Back Loan Application’.
By doing so you confirm you are authorized and acting on behalf of the company identified in the above mentioned form in the entry – ‘The name of your business as recorded at company house’ supported by the further entry on the above mentioned form for ‘Your companies registration number at the given registered address’ now referred to as the ‘Client’
BETWEEN the “Client”
Infologik Ltd t/a wedo accounting with its principle place of business located at Unit 11, Churchill Court, 58 Station Road, Harrow, HA2 7SA herein referred to as the “Consultant”;
WHEREBY IT IS AGREED as follows:
1.1 “Consultant” is the person or entity named above.
1.2 Masculine gender includes the feminine and singular includes the plural.
2.1 The Client hereby engages the Consultant to provide and perform certain services,
Herein referred to as the “Consulting Services”, and the Consultant hereby accepts engagement in accordance with the terms contained therein this Agreement that include the contracted work, commencement, payment and agreed performance standards. All of which form part of the terms and conditions of this agreement and are equally enforceable and accepted as binding by the parties.
Business Consulting Services Agreement – BBLS Loans
3.1 The Consulting Services performed by the Consultant shall be limited to that of which pertains to the Consultant’s area of expertise to assistant on matters relating to the Client’s business as may be reasonably required by the Client.
3.2 The Consulting Services pursuant to this Agreement are solely for the purposes of advising, assisting and engaging with the Client in respect of aiding the creation of content with relevance to and subsequent completion of the Client’s application for business loan (specified as a Bounce Back Loan Scheme (BBLS) application for the Client’s business needs.
3.3 Completion is defined as when a business (BBLS) loan application has been made with either a successful outcome and payment of the fee due to the Consultant has occurred or when an unsuccessful business (BBLS) loan application outcome has occurred.
3.4 The Consulting Services strictly for purpose, subject to clauses 3.1 and 3.2 of this Agreement, are including but not limited to the following:
conducting evaluation of the Client, the Client’s eligibility credentials, assessing relevant data for the application, discussion of application requirements, provision of advice and guidance in the drafting and completion of an application, use of our knowledge and resources towards the end goal objective, the identification of a course of action/strategy for the purpose of making a BBLS application including making any necessary recommendations, compiling and presenting information, verbally and in writing to support the completion of the Client’s BBLS loan application prior to its submission.
4.Conditions of the performance of Consulting Services
4.1 All Consulting Services to be provided by the Consultant, subject to clauses 3.1- 3.4 of
this Agreement, shall be performed conscientiously in a diligent, professional and faithful manner. The Consultant shall to that effect, devote his best efforts and abilities thereto, at such time during the term thereof, in such manner as the Client and Consultant shall mutually agree.
4.2 The Consultant shall perform his activities under the terms and conditions contained therein this Agreement in a completely independent manner and under its sole responsibility. The Consultant acknowledges and accepts that the Consulting Services pursuant to this Agreement shall not be provided to the Client through any other person other than the Consultant without prior written consent of the Client.
4.3 Both the Client and Consultant irrevocably warrant that he shall promptly exchange all such information, reports, materials, or otherwise, that either party may reasonably require as necessary in connection with any matters relating to the provision of the Consulting Services or business of the Client subjected to the terms and conditions contained therein this Agreement.
4.4 The Client warrants that he shall not, at any time during the duration of the term of this Agreement, make or cause or permit to be made any false or misleading statement, which May cause delay in the completion of Consulting Services provided by the Consultant, and declares that the information provided to the Consultant and any supporting documents, information or otherwise is in every respect accurate and that the Consultant will rely on the truth and accuracy of this information.
4.5 The Client shall notify the Consultant of any changes in the information supplied on his application, which occur either before or after the application is processed, which is Pursuant to the necessary engagement between the parties in respect of the Consulting Services,
4.6 Without prejudice to its general obligation of proper performance of the Consulting Services, the Client acknowledges and accepts that the working methods of the Consultant Pursuant to the performance obligations contained therein this Agreement, shall be carried out:
- in accordance with the Consultant’s own discretion in selecting the dates and times he performs the Consulting Services throughout the term of the Agreement with complete freedom and independence to organise its activities and shall only have to render any account of the specific Consulting Services accomplished under this Agreement, but shall not be required to account for his working methods.
- with respect to acknowledge and accept the Consultant’s ability to be freely to pursue its other business interests during the term of this Agreement, provided that such other business interests do not interfere with his ability to provide the Consulting Services do not directly or indirectly compete with or are not detrimental to the interests of the Client and that he complies with the performance obligations pursuant to the terms and conditions contained therein this Agreement.
4.7 In any event whereby the either the Client or Consultant become aware of any matter that may in any way raise to a conflict of interest between the Client and the Consultant or any key person of either the Consultant or Client, the respective party shall notify the other Party of this immediately.
5.1 The Client shall, in good faith, pay the Consultant a conditional fee, herein referred to as the “Contingent Fee, in consideration of the Consulting Services supplied by the Consultant to the Client.
5.2 The Client shall pay the Consultant the Contingent Fee strictly in the circumstances whereby the Client is rendered successful in Completion of his application for business loan for the Client’s business needs, and subsequently awarded a business loan in the form of a Monetary amount for these purposes.
5.3 For the purposes of this Agreement, the Contingent Fee shall be as:
- Loan Application and Support – FREE
- Loan Approved Fees – 5% fee of the total gross proceeds that shall arise from any award in the sum of a monetary amount that is paid by the public body to the Client.
The company`s directors accept that they become personally, jointly and severally Liable if the company is unable to meet the outstanding payments.
5.4 In any event whereby it materialises that the Contingent Fee is payable, the Client warrants that the Contingent Fee will be paid to the Consultant within 14 calendar days upon receipt of the any sums that are paid by the public body to the Client, and provided that the Consultant supplies the client with a valid tax invoice.
5.5 The Client acknowledges and accepts that should he fail to meet his liability in respect of his payment obligations, as and when they fall due, and defaults on any due Contingent Fee, then the company directors of the Client accept that they become personally, jointly and severally liable in respect of the Contingent Fee.
5.6 The Client acknowledges and accepts that should he fail to meet his liability in respect of his payment obligations, as and when they fall due, and defaults on any due Contingent Fee, the Client is obliged to make payment to the Consultant immediately.
5.7 The Consultant shall additionally reserve the right, at his sole discretion, to enforce and recover any sums owed by the Client through appropriate debt collection and court Proceedings should such action(s) be deemed necessary.
5.8 The Consultant maintains a statutory right under the Late Payment of Commercial Debts Regulations 2013 to add interest and late payment compensation on all overdue debts at 8%. This currently stands at 8% above the Bank of England base rate, from the default date until payment of the Contingent Fee is recovered.
6.Duration of Term and Termination of the Agreement
6.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect until completion of the Consulting Services. The Client and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the engagement shall continue.
6.2 An earlier termination of this present Agreement may be effected by either party by giving 30 calendar days in written notice to the other party. This can only be effected if it occurs before a business loan application has been submitted.
6.3 In the event that this Agreement is terminated after the commencement of the Consultant’s provision of services but before the Client’s business loan application submission or before the outcome of an application is known, then any Work Product created or produced by the Consultant cannot be used or included in any subsequent Client business loan application without the express consent of the Consultant, who will be entitled to a fee of 11% of the business loan amount being applied for.
6.4 Any written notice of such termination provided by one party to the other party shall only apply in the event whereby either of the parties are deemed to commit an act of omission amounting to material breach caused to the other party.
6.5 Material breach may include:
- Any breach or violation of the terms contained therein the Agreement.
- Any other breach that a party has failed to remedy within 30 calendar days after receipt of written notice by the other party.
- Any act of gross negligence or wilful misconduct of a party.
- Any act of fraud or dishonesty in connection with the Consulting Services.
- Any act where either the Client, Consultant or key person on behalf of the Client or Consultant alleges that he is an employee of the Client and vice-versa of the Consultant.
6.6 This Agreement shall automatically terminate without any notice or indemnity, should the following materialise:
- the death or physical or mental incapacity of the either the Client or Consultant or any key person performing the Consulting Services on its behalf, which as a result, the Consultant or such key person is unable to continue the performance of the Consulting Services.
- the insolvency, liquidation or bankruptcy of a either the Client or Consultant party.
6.7 Upon the termination of this Agreement for any reason that the Client requests, the Consultant shall return all tangible confidential information and deliver any property of the Client, including but not limited to, computer, laptops, personal management tools, materials, memoranda, notes, records, reports or otherwise that has been supplied by the Client in connection with and or furtherance of the Consultant’s services within a reasonable time.
6.8 Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall termination, except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.
7.1 The Consultant acknowledges that during the term of this Agreement, confidential information may be exchanged between the Client and Consultant.
The Consultant hereby warrants that he shall not:
- disclose to any third-parties any secret and confidential information regarding the Client, which is including but not limited to, the Client’s business plans, methods, techniques, business, equipment, pricing, strategy, customer, information, competitors, partners or otherwise.
- make copies of any confidential information or any content based on the concepts contained within the confidential information for personal use or for distribution or otherwise.
- use any of the confidential information or any concepts based on the concepts contained within the confidential information other than solely for the purposes of this Agreement.
7.3 The Consultant shall keep, and at all times, during the term of this Agreement and upon its termination, in secret and confidential all confidential information, and any part thereof.
7.4 The Consultant warrants that he will not use, distribute, disclose, make available or otherwise any of the confidential information to any third-party without the prior written consent of the Client, except and to the extent as may be necessary in the ordinary course of performing the Consulting Services pertaining to the Consultant and except to any extent that may be required under any applicable law, regulation or required by a court of competent jurisdiction.
8.Intellectual Property Rights in the Consulting Services
8.1 The “Intellectual Property Rights” mean any rights that are including, but not limited to, copyright, trademark, design rights, patents, database rights, moral rights, and rights in know-how, confidential information and inventions and other intellectual property rights of a similar or corresponding character whenever and however arising and all renewals and extensions of such rights which may or in the future subsist.
8.2 The “Work Product” shall mean any works that are created and or produced pursuant to this Agreement, and where the Consultant, at any time during the term of this Agreement, acts in the provision of the services to the Completion and the submission of a business loan application. Any Work Product shall also include any works created but unused or not included in the client’s submitted business loan application.
8.3 The Client acknowledges, accepts and hereby warrants he shall only hold or claim a limited right in and to any right, title and interest in and to any Intellectual Property Rights and/or Work Product that arise solely and strictly in the creation, completion, submission and Completion of the business loan application.
8.4 The Client acknowledges, accepts and hereby warrants that he shall not hold or claim any rights whatsoever in and to any right, title and interest in and to any Intellectual Property and/or Work Product, which falls outside of clause 8.3 and shall not hold or claim any right, title and interest in any Work Product that may form part of the “Consultant’s Works” whether within or outside of completed business loan application submitted.
8.5 The “Consultant’s Works” shall mean any form of work produced by the Consultant during the Term of this Agreement that is including but not limited to, including, but not limited to any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, inventions, discoveries or any other written, printed, or tangible materials in the Client’s and/or Consultant’s possession subject to the Consultancy Services provided set forth in this agreement.
8.6 The Client shall waive any moral rights in the Consultant’s Works to which he/she is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions or law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action to claim to the effect that any treatment, exploitation or use of such Consultant’s Works or other materials infringes the Consultant’s moral rights.
8.7 The Client warrants that he has not given and will not give permission to any third- party to use any of the Consultant’s Works, nor any of the Intellectual Property Rights in the Consultant’s Works, without the Consultant’s express written consent.
8.8 The Client declares that he is unaware of any use by any third-party of any of the Consultant’s Works or Intellectual Property Rights in the Consultant’s Works.
9.1 The Client hereby authorises the Consultant to act as an intermediary to assist in the processing, completion and any other necessary engagement strictly pursuant to the Client’s application for a publicly funded loan for the Client’s relevant business needs.
9.2 The Client acknowledges and accepts that in order for the Consultant to discharge the said Consulting Services under this Agreement and for purposes whereby the Consultant has a legitimate business interest, it is necessary for the Consultant to obtain, process, store and disclose personal information about the Client in compliance with the (UK) General Data Protection Regulation (GDPR) 2016/679.
9.3 In order for the Consultant to carry out the said Consultancy Services, it may be necessary for the Consultant to disclose the Client’s personal information to third-party agencies, regulatory bodies, and/or a court of competent jurisdiction where the company are required to do so.
9.4 The Client acknowledges that under s.330 of the Proceeds of Crime Act 2002, the Consultant has a statutory duty to report directly to the National Criminal Intelligence Service (NCIS) without the Client’s prior consent, should the Consultant know, or have reasonable cause to suspect, that the Client or anyone connected to the Client are or have been involved in money laundering.
9.5 With respect of clause 10.4 of this Agreement, the Client waives his right to confidentiality to the extent of any report made, document provided or information disclosed to the NCIS.
10.Indemnification and Limitation of Liability
10.1 The Client shall agree to hold harmless and indemnify the Consultant against any misrepresentation (intentional or unintentional) supplied to the company directly and/or indirectly, verbally, in writing or otherwise.
10.2 The Client acknowledges, accepts and warrants that the Consultant will not be responsible or liable for any loss, damage or expense incurred if the information relating to the financial and business affairs or otherwise of the Client are withheld, concealed or omitted at any point during the term of this Agreement. This shall also apply to all parties, including any third-parties connected in any way to the Client.
10.3 With respect to clause 10.2 of this Agreement, the Client therefore declares that any information provided to the Consultant is accurate in every respect and that the Consultant will rely on the truth and accuracy of this information. The Consultant will not be responsible for any interest, penalties, losses, additional tax liabilities, criminal sanctions imposed or otherwise that may arise due to any omissions of any persons connected to the Client or any incomplete, misleading, false or any other information that result in any of the above eventualities.
10.4 The Client understands that neither the engagement between the parties nor this Agreement are intended to and shall not be deemed to construe any guarantee, or form otherwise, by the Consultant as to the outcome of the Client’s application. If the outcome of the Client’s application is rendered unsuccessful, the Client agrees that he shall not bring any claim in respect of compensation for loss, damage, expenses incurred or otherwise against the Consultant for any failure of any such outcome of any application.
10.5 The Client is aware that it is an offence to deliberately provide the Consultant with false, misleading or inaccurate information in connection with the Consulting Services. In the event such transpires, the Client understands that he may face criminal prosecution under the Money Laundering Regulations Act 2003, and/or Fraud Act 2006, and/or civil action for the recovery of any losses incurred.
10.6 The Client acknowledges and accepts that the Consultant shall not be held in any manner whatsoever liable for the completeness, accuracy and timeliness of the Client’s application for a business loan for the Client’s relevant business needs, should the Client fail to supply to the Consultant with accurate information, documents or any relevant information otherwise.
10.7 The Client hereby agrees to indemnify the Consultant against all costs, claims, actions, demands, penalties and liabilities in respect of or arising in connection with any intentional and conscious or reckless disregard by the Client of his duties or responsibilities and any negligent or other wrongful act or omission by the Client.
11.1 Construction of Terms and Severability
11.2 Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of the performance of the Consulting Services, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable.
11.3 If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
11.4 Third-Party Rights: The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and
- any third party, not party to this Agreement, will have any right to enforce or rely on any provisions of this Agreement.
- Waiver of Breach: Any failure of either party to exercise or enforce the other party’s strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement, nor shall it constitute a waiver of that or any other right or remedy, nor shall it preclude 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 preclude or restrict the further exercise of that or any other right or remedy.
Except as otherwise agreed, this Agreement is personal in nature, and neither party
- may not directly or indirectly assign, transfer, sub-contract it or deal in any way with such, by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld.
13 Governing Law and Jurisdiction:
- This Agreement, any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
14. Entire Agreement and Variation:
- This Agreement states the entire Agreement between the Client and Consultant supersedes all prior discussions, arrangements or agreements, understandings, or representations with respect thereto that may have prior taken place.
- Each party agrees that it shall have no remedies in respect of any representation or Warranty (whether made innocently or negligently) that is not set out in this Agreement.
- Each party agrees that its only liability in respect of those representations and Warranties that are set out in this agreement (whether made innocently or Negligently) shall be for breach of contract.
- No variation of this Agreement shall be effective unless it is recorded in writing and Signed by or on behalf of each of the parties.