Chester Blake - Head Office
20-22 Wenlock Road,
London, N1 7GU.
Tel: 020 4536 7882
VAT: 387 9346 33
This agreement is made on the date of the last signature set out below between:
“Agreement” this consultancy agreement and any changes that the parties agree in writing.
“Controller” has the meaning given in applicable Data Protection Laws from time to time;
“Consultant Work” any Work developed, created, written, prepared, devised or discovered by the consultant (or by any substitute permitted under this Agreement) in the course of providing the Services;
“Data Protection Laws” all applicable laws relating to the processing of Personal Data, including, for the period during which it is in force, the UK General Data Protection Regulation;
“Data Subjects” has the meaning given in applicable Data Protection Laws from time to time;.
“Employee” an individual employed by the Client or Consultant under a contract of employment;
“Intellectual Property” all existing or future intellectual and industrial property rights, anywhere in the world, in the Consultant Work, including any invention, patent, utility model right, copyright and related right, trademark, trade name, internet domain name, design right, design, service marks, database right, typography right, right in get-up, right in goodwill or to sue for passing off and any other right of a similar nature whether registered (or capable of registration) and the right to apply for any of these;
“Personal Data” has the meaning given in applicable Data Protection Laws from time to time;
“Services” (a) recruitment services and (b) any other services agreed between the parties. The consultant will carry out the Services. The consultant will carry out the work at the consultant’s individual address and online. The consultant will report to the Clients at Chester Blake Head Office;
“Supervisory Authority” has the meaning given in applicable Data Protection laws from time to time;
“Term” the term of this Agreement;
“Work” all forms of work, including works of authorship, products, documents, materials, discoveries, inventions, programs (including software programs and source code), databases, know-how, methodologies, ideas and designs;
“Employer” has the meaning given to all external businesses that the Consultant engages recruitment activities for. Employer also represents the place of work for successful job placements.
2. In this Agreement, unless the context requires a different interpretation;
2.1.1 words denoting any gender include all genders;
2.1.2 the singular includes the plural and vice versa;
2.1.3 references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or
appendices of the Agreement;
2.1.4 a reference to a person includes firms, companies, government entities, trusts and partnerships;
2.1.5 “including” is understood to mean “including without limitation”;
2.1.6 Reference to any statutory provision includes any modification or amendment of it; and
2.1.7 The headings and sub-headings do not for part of this Agreement.
STATUS, EQUIPMENT AND RESOURCES
FEES AND EXPENSES
During the Term, the Consultant may have access to confidential information about the Client and it’s business(es) which includes documents and information whether written, electronic or otherwise, which is any non-public information concerning the Client’s:
In each case whether past, current, future or prospective, whether the Consultants creates, develops, receives or obtains the information, whether it is marked confidential or not. Confidential information does not include any information which is generally available to the public other than through the Consultant’s breach of this Agreement.
23. As soon as either this Agreement ends, however that happens or the Client requests it, the Consultant must:
24. The Client may have access to the confidential information of the Consultant included in the first clause in this section on confidential information and the Client agrees not to use or disclose of any such confidential information without the Consultants prior written consent apart from if the second clause in this section on confidential information applies.
25. The Consultant shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Consultant or a substitute engaged by the Consultant of the terms of this agreement including any negligent or reckless act, omission or default in providing the Services. The Consultant must provide the Client with reasonable information concerning the business insurance policies that they have in place and must maintain insurance policies with reputable insurers providing for a level of cover and other terms of insurance which are acceptable to and agreed by the Client. The Consultant must supply the Client with copies of insurance policies, that the Client’s interest is noted on the policies and evidence that premiums have been paid, if requested by the Client. The Consultant shall comply with all terms and conditions of their insurance policies at all times. The Consultant must notify the Client as soon as reasonably practicable if cover shall be changed, lapse or not be renewed or if the Consultant is aware of any reason why the cover many be changed, lapse or not be renewed.
26. Both parties shall comply with their obligations under the Data Protection Laws, so far as they relate to their obligations under this Agreement.
27. The Client shall only supply to the Consultant, and the Consultant shall only process, in each case under or in relation to this Agreement, the Personal Data of Data Subjects falling within the categories and types specified in Part A of Schedule 1 (Data processing information) (the Client Personal Data) and the Consultant shall only process the Client Personal data for the purposes specified in Part A of Schedule 1 (Data processing information)
28. The Consultant shall only process the Client Personal Data during and for the Term of this Agreement.
29. The Consultant shall not transfer any personal data obtained from the Client outside of the UK or the European Economic Area (EEA) unless the prior written consent of the Client has been obtained.
30. Notwithstanding any other provision of this Agreement, the Consultant may process Personal Data if and to the extent that the Consultant is required to do so by applicable law. In such case, the Consultant shall inform the Client of the legal requirement before processing, unless the law prohibits such information on grounds of public interest.
31. The Consultant shall ensure that persons authorised to process the Client Personal data have committed themselves to confidentially, or are under an appropriate statutory obligation of confidentiality.
32. The Consultant shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data. The Consultant shall provide the Client with details of all such technical and organisational measures on reasonable written notice from the Client.
33. Where the Consultant is acting as a Processor of Client Personal data in connection with it’s delivery of Services under this Agreement the Consultant may retain and use the services of third parties who from time to time may need to process Personal Data (each a Third Party Sub-Processor). As such, the Client hereby generally authorises each Third Party Sub-Processor engaged by the Consultant at the time this Agreement is executed to be a sub-processor in relation to the Personal Data. The Consultant will provide the Client with a list of all Third Party Sub-Processors on written request.
34. The Consultant will enter into an agreement with each Third Party Sub-Processor that obligates the Third Party Sub-Processor to process the Personal data in a manner substantially similar to standards set forth under this Agreement, and at a minimum, at the level of data protection required by Data Protection Laws (to the extent applicable to the services by the Third Party Sub-Processor under this Agreement).
35. The Consultant must give the Client at least 30 days’s notice of any intended changes concerning the addition or replacement of any Third Party Sub-Processor. If the Client objects to any such changes before their implementation, then the parties shall discuss commercially reasonable alternative solutions in good faith.
36. The Consultant shall be liable for the acts and omissions of the Tird Party Sub-Processor to the same extent the Consultant would be liable if performing the services of each Third Party Sub-Processor directly under the terms of this Agreement.
37. The Consultant shall, insofar as possible and taking into account the nature of the processing:
38. The Client may hold and process a wide variety of Personal Data about the Consultant, including references, personal records, emails containing personal details, address and details of contractual benefits. Some of this data may come within the “special categories of personal data” (known as sensitive personal data) and includes but is not limited to information about:
39. The Client will only process sensitive personal data if:
40. Before processing any sensitive personal data, the Client will take all steps necessary to ensure it can process such information lawfully.
41. The Client will use appropriate technical and organisational measures to keep the Consultant’s data secure, and in particular, to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage. More information on data security can be found oint he Clients Information security Policy.
WARRANTIES AND INDEMNITIES
42. The Consultant represents and warrants that they do not have any obligation which would restrict or prohibit them from complying with this Agreement.
43. Neither party will be liable for:
44. Nothing in this Agreement:
45. The total liability of both the Client and Consultant (however arising) under the Agreement will not exceed the total amount paid by the Client to the Consultant under this Agreement.
46. The Consultant is solely responsible for paying tax and National Insurance Contributions on payments to them in respect of payments to them for the Services. The Consultant must indemnify the Client and keep it fully and effectively indemnified in respect of any claims, demands, assessments, contributions or deductions made by the relevant authorities against the Client for Income Tax or National Insurance Contributions relating to the Services together with any interest and penalties, unless the claim or demand was caused by the Client’s default or negligence. The Client may make deductions from payments due to the Consultant to satisfy indemnity.
47. All warranties, conditions and other terms implied by law are excluded from this Agreement unless stated in this Agreement, as far as permitted by law.
48. The Consultant assigns to the Client absolutely as beneficial owner with full title guarantee the Intellectual Property for the full term of those rights and all renewals and extensions, together with all accrued rights. The Consultant will promptly disclose and give to the Client all Intellectual Property for it’s exclusive use and benefit and keep their details confidential, delivering all documents relating to any part of the invention to the Client whenever requested by the Client. The Consultant will not register or attempt to register any of the intellectual property rights in any work carried out during this Agreement, nor any inventions, unless at the Client’ request. The Consultant will do all acts necessary to confirm that absolute title in all intellectual property rights in the work carried out during this Agreement and any inventions has passed, or will pass, to the Client. The Consultant will do everything necessary to give effect to this clause both during and after this Agreement. The Consultant irrevocably waives their moral rights in any Intellectual Property anywhere in the world.
49. The Consultant agrees to indemnify the Client and keep it indemnified against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any claim relating to intellectual property supplied by the Consultant to the Client whilst providing the Services. The Consultant shall ensure that the Client’s interest is noted on a suitable insurance policy, and the Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.
50. The Consultant appoints the Client to execute documents on its behalf and do all things necessary or desirable for the Client to obtain the full benefit of this clause.
CIRCUMSTANCES BEYOND THE CONTROL OF THE PARTIES
51. A party to this Agreement is not liable for failure or delay in performing its obligations if that failure or delay is caused by something beyond their reasonable control. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified party or parties can suspend or terminate the Agreement immediately by notifying the other party,
52. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, warranties, representations, assurances, arrangements or agreements that might have taken place orally or in writing in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
53. No party can assign, transfer or sub-contract their rights and obligations under this Agreement without prior written consent of the other party, which cannot be unreasonably withheld.
54. Only changes to this Agreement that are in writing and signed by the parties are valid or binding.
55. The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement and no third party has the right to enforce or rely on any provision of this Agreement.
56. This agreement may be executed in any number of counterparts, each of which, when executed, is a duplicate original, but all the counterparts together form one agreement.
57. No delay, act or omission by a party in exercising any right or remedy is a waiver of that, or any other, right or remedy unless the parties agree differently.
58. Provisions of this Agreement which are stated or intended to continue in force after this agreement ends will do so.
59. If any court or competent authority decides that any part of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that part will be deemed deleted so far as necessary without affecting the other parts of this Agreement, which will continue to be valid and enforceable.
60. Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid first class post or left by hand delivery at the registered or place of business of the notified party, or sent by email to the other party’s main business email address as notified to the sending party.
GOVERNING LAW AND JURISDICTION
62. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the England and Welsh courts.
PART A – DATA PROCESSING INFORMATION
Processing of Client Personal Data by the Consultant under this schedule shall be for the subject-matter, duration, nature and purposes and involve the types of Client Personal Data, some of which may be sensitive personal data, and categories of Data Subjects set out in this Part A. ‘Customer’ shall mean any legal person to whom the Client has provided products or supplied services or proposed to provide products or supply services to.
SUBJECT-MATTER OF PROCESSING:
The Consultant’s provision of the services and any related technical support to the Client.
DURATION OF THE PROCESSING:
The Term plus the period from expiry of the Term until return/deletion of all Personal data by the Consultant in accordance with this Schedule.
NATURE AND PURPOSE OF THE PROCESSING:
The Consultant will process Client Personal Data for the purpose of providing the Services and any related technical support to the Client in accordance with this Schedule.
TYPES OF PERSONAL DATA:
TYPES OF SENSITIVE PERSONAL DATA (‘Special Category’ Personal data):
CATEGORIES OF DATA SUBJECTS:
Client Personal data will concern the following categories of Data Subjects:
The parties have signed this Agreement on the day(s) and year set out below:
Leave this empty:
Your legal name
Your email address
Signed by Chester Blake
Signed On: February 15, 2022
If you have questions about the contents of this document, you can email the document owner.
Document Name: Consultant Agreement
Agree & Sign