MASTER SERVICES AGREEMENT -
Any Schedule for services provided by Randla Hunt Limited and a Client company shall be made under this Master Services Agreement (“MSA”), which is made between:
A. RANDLA is a trading style of Randla Hunt Limited, a company incorporated in England and Wales (registration number 5913172) whose registered office and trading address is at The Vineyard, Howle Hill, HR9 5SP (‘RHL’), and
B. Client company name as specified in the schedule to this MSA (“The Client’).
RHL agrees to supply and the Client agrees to engage RHL’s Services on the following terms:
1. Nature of this Agreement
1.1 This is a Master Agreement, and defines the terms under which RHL will undertake such Services for the Client as may be agreed between the parties from time to time. Acceptance of any Schedule referring to this MSA signifies acceptance of this MSA.
1.2 Entering this Agreement does not of itself oblige the Client to offer any work to RHL nor for RHL to provide or the Client to accept or pay for any particular consultancy services. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of or between any performance of the services or during any notice period. Where it is agreed between the parties that any Services are to be provided, a schedule in the form annexed to this Agreement setting out the nature of the Services, the charging basis, and any other material terms (a ‘Schedule’) will be produced by RHL and provided to the Client.
1.3 On receipt of a Schedule
1.3.1 if the Client accepts its terms the Client will promptly sign and return one copy to RHL
1.3.2 if the Client does not accept its terms the Client will promptly advise RHL.
1.4 Upon a Schedule being signed by both parties, it will become a contract binding on the parties.
1.5 A contract formed on the basis of a Schedule referencing these terms is governed only by these terms and by no others, except where both parties expressly agree in writing. In particular, it is agreed that any Purchase Order or other such document from the Client is intended for the Client’s own administrative purposes only, and that notwithstanding its wording, neither a Purchase Order nor its content will have any legal effect. Save to the extent expressly provided, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
1.6 Either party may request change to the nature or scope of Services covered by a Schedule. Any such request shall be sufficiently detailed to enable the other party to assess the impact of the proposed change. No such change will become effective until agreed in writing between the parties.
1.7 This Agreement is not exclusive; the Client acknowledges that RHL enters this Agreement in the course of its business of providing services to its customers, and RHL is and remains at liberty to also provide services to third parties; the Client is and remains at liberty to engage services (including similar services) from third parties. RHL reserves the right to decline to provide any advice and assistance outside the scope of the Services as specified in Schedules agreed between the parties, even if RHL may previously have provided such additional advice and assistance.
2. Services
2.1 RHL will provide Services as agreed from time to time in Schedules, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care.
2.2 As an independent professional, RHL will not be subject to direction or control, and itself accepts the responsibility for the proper provision of Services. It is RHL’s responsibility to maintain adequate Professional Indemnity, Employer's Liability, and Public Liability insurance.
2.3 RHL is responsible for maintaining reasonable continuity in personnel providing Services on its behalf, but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and RHL remains responsible for defining the scope of any Services to be performed by a substitute, and in any event for all Services performed on its behalf. Where RHL’s charges are on a time and materials basis, or where any individual who will provide Services is named in a Schedule (or the Client has a reasonable expectation that the Services will primarily be provided by a specific individual), it is RHL’s responsibility to ensure that the relevant skills and experience of any replacement personnel remain commensurate with the fee rates charged.
2.4 It is the Client’s responsibility to afford RHL with such access, information and staff cooperation as RHL may reasonably require for the proper performance of any Services, and for ensuring that all relevant Health and Safety policies, risks, information and relevant statutory compliance measures are disclosed to RHL.
3. Copyright and Intellectual Property Rights
3.1 ‘Deliverable’ means a work produced by RHL in the course of Services for delivery
to the Client. Where pre-
3.2 RHL will indemnify the Client against infringement of third party rights by a Deliverable, provided that the Client notifies RHL of any relevant third party rights promptly on such rights becoming known to or suspected by the Client.
3.3 Nothing shall prevent RHL from using techniques, ideas, and other know-
4. Charges and Payment
4.1 Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly (save where the engagement itself is for the repair thereof).
4.2 All sums due shall be invoiced and paid as specified in the applicable Schedule. The Client will pay RHL’s invoices within 14 days, plus VAT. Unless otherwise specified, where payment is on a time and materials basis, RHL may invoice monthly.
4.3 If any of RHL’s invoices becomes overdue, RHL may suspend provision of Services, and any agreed timescale will be automatically extended; RHL may also terminate this Agreement and any current Schedule for material breach whilst any payment is more than 7 days overdue.
5. Liability
RHL is not liable for any loss or damage in excess of the higher of (a) £250,000, and (b) 125% of the total sums payable under a Schedule, except where it may not lawfully exclude or limit liability. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury.
6. Termination
6.1 Either party may terminate this Agreement at any time when there is no current Schedule, by immediate written notice.
6.2 Either party may terminate this Agreement and any current Schedule at any time if the other is in material breach or if the other becomes insolvent, by immediate written notice.
6.3 Any rights or obligations of a continuing nature shall survive termination.
7. Force Majeure
If either party is obstructed in performing any of its obligations under a Schedule by an event outside its reasonable control, then performance to the extent obstructed is suspended for so long as the obstruction continues. Whilst performance is suspended and has been so for more than 7 days, either party may terminate that Schedule by immediate written notice.
8. Staff obligations and third party rights
8.1 Each party solely retains all the responsibilities and rights of an employer towards and in relation to its own employees. No person providing Services is expected or required to integrate into the Client’s business organisation or employed workforce. Neither party seconds its employees or any of them to the other, nor is it the intention of either party to have or create an employee/employer relationship with the other. Each party will indemnify the other against any claims brought by or in relation to its own employees, whether such claims relate to employment, tax, national insurance, or otherwise.
8.2 Neither party will employ, engage, or otherwise solicit any person who during
the previous 6 months was an employee or sub-
8.3 No third party rights are intended to be conferred or created by this Agreement or any Schedule.
8.4 In this term, ‘employees’ includes, so far as the context permits:
8.4.1 in the case of an LLP or partnership, its partners and employees
8.4.2 in the case of a company, its officers and employees.
9. Confidentiality
Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by the other secret, and on termination (or sooner if required) will at the option of the owner thereof return or destroy such confidential information. Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the end of this Agreement. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.
10. Notices
Any notice to be given by either party to the other shall be in writing and may be sent by recorded delivery to the address of the other and shall be deemed to be served 2 days following the date of posting.
11. Law
These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.