Client Terms and Conditions
Terms and Conditions applicable to the agreement between the Client and Global Village Worker Ltd
The Client is an individual or company requiring expert services in a specific field (“The Client”); and
The Consultant, being Global Village Worker Ltd, of 4 Old Park Lane, Queens Lodge, London, London, England, W1K 1QW. (“the “Consultant”)
The Consultant is engaged in business as an independent consultant in relation to providing the expert services the Client requires and is willing and able to provide its services to The Client for the period contemplated by this Agreement.
IT IS AGREED as follows:
1. Definitions and Interpretation are applicable as depicted in the General Terms and Conditions, Section 2
2. Appointment of the Consultant and Duration
2.1. The Client appoints the Consultant to carry out the Services with effect from the Commencement Date for the period booked or until this Agreement is terminated in accordance with Clause 7 below.
2.2. Any time for performance of the Scheduled Services shall be as specified in the service agreed between the Client and Expert as per the booking platform.
3. Obligations of the Consultant
3.1. Throughout the period of this Agreement the Consultant, through use of the Expert, shall:
3.1.1. perform the Services;
3.1.2. perform such other services in relation to the business of The Client as The Client may reasonably request;
3.1.3. exercise such powers as may from time to time be vested in or given to him by The Client;
3.1.4 provide to The Client such written or oral advice or information regarding any of the Services as The Client may reasonably require;
3.1.5 carry out and ensure that the Expert it engages carries out the Services with reasonable care, skill and diligence;
3.1.6 provide the Services to the best of its ability and in accordance with the best practice in its industry, profession, or trade;
3.1.7 whenever possible and practicable, use its own equipment, materials, and resources to carry out the Services;
3.1.8 in the case of illness of the Expert engaged by it preventing the performance of the Services, notify The Client promptly of such illness or accident, offering another Expert available for the task.
3.2. The Consultant undertakes to The Client that it will:
3.2.1 pay all tax and National Insurance contributions and make appropriate PAYE deductions in relation to payments made to it by The Client pursuant to this Agreement and the remuneration the Consultant pays any Expert (where applicable) and
3.2.2. indemnify The Client in respect of any claims that may be made by the relevant authorities against The Client in respect of tax, National Insurance, PAYE, or similar contributions or deductions relating to the Services
4 Fees and Expenses
4.1. During the period of this Agreement The Client shall pay to the Consultant:
4.1.1. the Fees as they fall due in accordance with the Consultation Sessions on booking the sessions. The Fees are exclusive of any value-added tax (“VAT”). Any VAT chargeable on the Fees shall be added to the Fees and payable together with the Fees. The Fees shall be invoiced by the Consultant, together with any VAT chargeable thereon, and if any VAT is so added to the Fees, the invoice must be a valid VAT invoice; and
5. Intellectual Property
5.1 The parties agree that all Intellectual Property in all Documents produced by or on behalf of the Consultant specifically in connection with or relating to this Agreement shall vest in and belong to The Client.
5.2 The Consultant hereby irrevocably waives any rights he may have to be identified as the author of any copyrighted work produced pursuant to this Agreement under Sections 77 and 80 of the Copyright, Designs and Patent Act 1988.
5.3 The Consultant warrants and represents that any Documents produced by or for the Consultant Company pursuant to this Agreement will not infringe rights in Intellectual Property owned by a third party.
6.1. Either party may terminate this Agreement at any time with 48hr notice.
6.2. The Client will be held fully liable for a Consultation Session booked in terms of short notice cancellation if the Agreement is terminated by the Client and a Consultation Session has been booked with the Expert within the 48hr notice window.
6.3. The Client may terminate this Agreement with immediate effect by giving written notice to the Consultant if the Consultant:
6.3.1. commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 1 working day of receiving written notice giving full particulars of the breach and requiring the same to be remedied (unless time-sensitive); or
6.3.2. becomes permanently incapable of providing the Services;
6.3.3. does anything which in the reasonable opinion of The Client may seriously prejudice The Client’s business.
6.4. The Consultant may terminate this Agreement with immediate effect by giving written notice to The Client if The Client:
6.4.1. commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 1 working day of receiving written notice giving full particulars of the breach and requiring the same to be remedied (unless time-sensitive); or
6.4.2. goes into liquidation or receivership, has a receiver appointed over a significant part of its assets, or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to The Client.
6.4.3 For the purposes of Paragraphs 6.3.1 and 6.4.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance unless the time of performance is time-sensitive.
6.5. The right to terminate this Agreement in accordance with this Clause 6 shall not prejudice any other right or remedy of either party in respect of the breach concerned or any other breach.
7. Effects of Termination
Upon the termination of this Agreement for any reason:
7.1. any sum owing by either party to the other under any provisions of this Agreement shall become immediately payable;
7.2. each party shall forthwith cease to use, either directly or indirectly, any Confidential Information of the party, and shall forthwith destroy, delete or return to the other party any documents and other materials and copies of them in its possession or control (whether in hard copy or electronic form) which contain, record or comprise any Confidential Information of the other party;
7.3. any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and
7.4. except in respect of accrued rights, neither party shall be under any further obligation to the other.
8. Refund Policy
Expert services are booked and paid for in advance. The Client is entitled to claim a refund if GVW is notified within 7 days of the original appointment date, where
8.1 the Expert does not arrive for the consultation
8.2 where the Expert is late for an appointment, the Client is entitled to extend the appointment time by the time lost due to the Experts being late, or schedule a corresponding slot in accordance with the time lost.
8.3 unsatisfactory performance by the expert. A refund will be issued on evaluation of the individual case.
Each party to the Agreement at all times shall keep confidential, and take reasonable steps to procure that its employees and agents (including, in the case of the Consultant, its Experts) shall keep confidential, and shall not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of the other party’s Confidential Information.
10. No Waiver
No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
12. Entire Agreement
12.1 This Agreement contains the entire agreement between the parties and supersedes and replaces all previous agreements and understandings between the parties.
12.2. Each party acknowledges that, in entering into this Agreement, it is not relying on any representation, warranty, pre-contractual statement, or other provision except as expressly provided in this Agreement.
12.3. Without limiting the generality of the foregoing, neither party shall have any remedy in respect of any untrue statement made to him upon which he may have relied in entering into the Agreement, and a party’s only remedy is for breach of contract. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act.
This Agreement is personal to the parties and subject to the provisions of Clause 16 neither party may assign, mortgage, charge (otherwise than by floating charge), or sub-license any of its rights hereunder.
14. Notices and Services
14.1 All notices to be given under this Agreement by either party to the other shall be in writing and shall be sent by email to the designated email address; it shall be deemed duly served when it is sent and a return email receipt is generated.
14.2. All notices given under Sub-clause 14 shall be delivered in the case of The Client, to its designated email address or in the case of the Consultant, to its email address as may be notified to either party by the other party in writing from time to time.
14.3 All notices given under Sub-Clause 14 to the Expert shall be cc’d to the Consultant at [email protected]
15. Data Processing
15.1 In this Clause 15 and in this Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).
16. Use of Assistants
16.1 In this Agreement, “Assistants” means any self-employed person or persons employed by the Consultant nominated and engaged on the Services by the Consultant as Expert in the required field.
16.2 The Consultant in its complete discretion on one or more occasions may substitute any Assistants for itself or for any other Assistants engaged on the Services or may engage any additional Assistants, provided that any Assistants chosen by the Consultant have the requisite skills and experience to perform the Services.
16.3 The Consultant shall use all reasonable endeavors to avoid or minimize such changes or additions and to consult with The Client beforehand about any such proposed change in the engagement of persons carrying out the Services. However, the Consultant shall, in any event, provide such substitutes or additions where the provision of the Services is unduly delayed by absence due to incapacity or for any other reason upon notification by The Client (or The Client’s representative) that a delay is unacceptable or where it is otherwise necessary to provide such a substitute or addition.
16.4 The Client shall
16.4.1 only be entitled to refuse to accept any Assistant/ Expert if in its reasonable opinion they are not suitable due to lack of skills, or experience; and
16.4.2. not in any circumstances make any payment to any Assistant/ Expert.
17. Status of Consultant and Assistant(s)/ Experts
17.1 The Consultant warrants and represents to The Client that it shall at all times be an independent contractor of self-employed status.
17.2 Nothing in this Agreement shall render the Consultant or any Expert/ Assistant/s an employee, agent, or partner of The Client, and the Consultant and any Expert/Assistant/s shall not hold themselves out as such.
18. Nature of Engagement, Restrictions, etc
18.1 The Consultant’s Services activities and working methods and those of any Expert engaged by it on the Services shall at all times be exclusively for the Consultant to determine, supervise, direct and control. The Client shall not seek to supervise, direct or control the Consultant or any Expert in the provision of the Services nor shall The Client have any right to do so.
18.2 Subject to the provisions of this Agreement, the Consultant shall at all times be exclusively responsible for organizing and entitled to organize where, when, how, and in what order the Services are performed by it and any Experts but shall liaise with The Client to ensure that due account is taken of The Client’s requirements.
18.3 Subject to Sub-Clauses 19.4 – 19.6, the engagement under this Agreement is mutually non-exclusive that is to say that, at any time during the period of this Agreement, the Consultant and any Experts can provide to other clients services which are the same as or similar to the Services and The Client can engage other contractors to provide it with services which are the same as or similar to the Services.
18.4 During the period of this Agreement, the Consultant shall not undertake any activities which in the reasonable opinion of The Client give rise to a conflict of interest or duty for the Consultant between the Services and those activities.
18.5 The Consultant is not obliged to make its services available except for the performance of its obligations under this Agreement. The engagement and appointment of the Consultant under this Agreement to provide Services do not create any mutual obligations on the part of the Consultant or The Client to offer or accept any further contract, engagement, or services. No continuing relationship shall hereby be created or implied.
19. Applicable Law and Jurisdiction
19.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
19.2 The parties agree to submit to the non-exclusive jurisdiction of the courts of England and Wales.
On agreement to provide Expert services on behalf of GVW to the allocated Client, the Client agrees to accept and be bound by the Terms and Conditions in full, including the Terms and Conditions as per GlobalVillageWorker.com. GVW has the right to amend the Terms and Conditions from time to time. If there is a conflict between the Client Terms and Conditions, The General Terms and Conditions, and GlobalVillageWorker.com’s Terms and Conditions, Global Village Worker’s Terms and Conditions will prevail, followed by the General Terms and Conditions.