SUPPLY OF SERVICES AGREEMENT (“Agreement”)
(1) REENA ANAND LTD (a company incorporated in England and Wales with registered number 13765445) whose registered office is at 17 Eastcote Road, Pinner, England, HA5 1EA; (“Reena Anand”); and
(2) [CUSTOMER LEGAL ENTITY] (a [company / charity / educational institution] registered in [●] with registered number [●]) whose registered office is at [●] (“Customer”),
(each a “party” and together the “parties”).
It is agreed as follows:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services by Reena Anand, as set out in Schedule 2.
Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to Reena Anand.
Deliverables: all documents, products and materials developed by Reena Anand or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation [training materials, leaflets and presentations] (including drafts) and the Key Deliverables set out in the Schedule 1.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off [or unfair competition], rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Reena Materials: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.
Services: the services, including without limitation any Deliverables, to be provided by Reena Anand pursuant to the Agreement, as described in Schedule 1.
Services Start Date: the day on which Reena Anand is to start provision of the Services, as set out in Schedule 1.
Services End Date: the day on which Reena Anand completes the provision of the Services, as set out in Schedule 1.
(a) Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- Commencement and term
The Agreement shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until the Services End Date.
- Supply of services
(a) perform the Services with reasonable care and skill;
(b) perform the Services in accordance with the service description set out in Schedule 1;
(c) comply with all applicable laws, statutes, regulations from time to time in force;
(d) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to Reena Anand in writing, provided that Reena Anand shall not be liable under the Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement; and
(e) take reasonable care of any Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that Reena Anand may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Agreement.
3.3. Without prejudice to clause 9.3, the Customer may propose changes to the Services, with reasonable notice, including but not limited to, the location, the timing, the date, and the content, but no proposed changes shall come into effect unless Reena Anand agrees to such change in writing. For the avoidance of doubt, Reena Anand shall, in its absolution discretion have control over the content of the Services.
3.4. If a session in connection with the Services is due to be delivered in-person, Reena Anand may, in the case of an emergency, elect to deliver the session virtually via a link provided by Reena Anand shortly before the first session.
(a) co-operate with Reena Anand in all matters relating to the Services;
(b) provide, for Reena Anand, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by Reena Anand to provide the Services; and
(c) provide, in a timely manner, such information as Reena Anand may reasonably require, and ensure that it is accurate and complete in all material respects.
4.2. If Reena Anand’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Reena Anand shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses Reena Anand sustains or incurs that arise directly or indirectly from such prevention or delay.
Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time in the UK relating to the use of personal data and the [privacy of electronic communications, including (i) the Data Protection Act 2018 and any successor UK legislation; (ii) the retained EU Law version of the General Data Protection Regulation ((EU) 2016/679), and (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).
- Intellectual property
- Reena Anand and its licensors shall retain ownership of all Reena Materials. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
- Reena Anand grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy Reena Materials for the purpose of receiving and using the Services and the Deliverables in the Customer’s business during the term of the Agreement.
- The Customer grants Reena Anand a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Agreement for the purpose of providing the Services to the Customer in accordance with the Agreement.
- The Customer shall indemnify Reena Anand in full against any sums awarded by a court against Reena Anand arising of or in connection with any claim brought against Reena Anand for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by Reena Anand.
- Charges and payment
- In consideration for the provision of the Services, the Customer shall pay Reena Anand the Charges in accordance with this clause 7.
- All amounts payable by the Customer include amounts in respect of value added tax (“VAT”), such VAT amount shall be clearly stated in the invoice.
- Reena Anand shall submit invoices for the Charges plus VAT if applicable to the Customer in accordance with Schedule 2. Each invoice shall include all reasonable supporting information required by the Customer and notified to Reena Anand in writing, in advance of such invoice being issued.
- The Charges shall exclude any expenses reasonably incurred by Reena Anand in connection with the Services. The Customer shall be responsible to pay Reena Anand any expenses detailed in Schedule 2, or where no expenses are stated, the Customer shall pay any such reasonably incurred expenses incurred by Reena Anand in connection with the Services provided that Reena Anand obtains the Customer’s written approval before incurring any such expense.
- The Customer shall pay each invoice due and submitted to it by Reena Anand, within 30 days of receipt (or such other date as stated in Schedule 2), to a bank account stated on the invoice.
- If the Customer fails to make any payment due to Reena Anand under the Agreement by the due date for payment, then, without limiting Reena Anand’s remedies under clause 9:
(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
(b) Reena Anand may suspend all Services until payment has been made in full.
7.7. All amounts due under the Agreement from the Customer to Reena Anand shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Limitation of liability
- References to liability in this clause 8 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
- Nothing in this clause 8 shall limit the Customer’s payment obligations under this Agreement.
- Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
8.5. Subject to clause 8.4, Reena Anand’s total liability to the Customer for all loss or damage shall not exceed a sum equal to the Charges payable by the Customer to Reena Anand in the year in which such liability arose.
8.6. Subject to clause 8.3, clause 8.4, this clause 8.9 sets out the types of loss that are wholly excluded:
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.7. Reena Anand has given commitments as to compliance of the Services with relevant specifications in clause 3.
(a) the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
9.2. Without affecting any other right or remedy available to it, Reena Anand may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment.
9.3. In the event the Customer wishes to terminate part of the Services or terminate the Agreement before all Services have been provided, Reena Anand shall use reasonable endeavours to mitigate any resulting loss but reserves the right to charge the Customer a cancellation fee. Any sums already received by Reena Anand under this Agreement will be deducted from the cancellation fee. The cancellation fee shall be as detailed in at paragraph 4 of Schedule 2.
9.4. On termination of the Agreement for whatever reason:
(a) the Customer shall immediately pay to Reena Anand all of Reena Anand’s outstanding unpaid invoices (including Expenses where applicable) and interest and, in respect of Services supplied but for which no invoice has been submitted, Reena Anand may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall return all of the Reena Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Reena Anand may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
(c) any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect; and
(d) termination or expiry of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2. Assignment and other dealings
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without Reena Anand’s prior written consent.
(b) Reena Anand may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Agreement.
(a) Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3.
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Agreement.
(a) This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(a) A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent 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 the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall 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 shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10.7 shall not affect the validity and enforceability of the rest of the Agreement.
(a) Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); and
(ii) a copy of such notice, shall be sent by email to the other party at the email address notified to it.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
(c) This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
(d) A notice given under the Agreement is not valid if sent only by email.
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
- Services Start Date: the first day of the earliest session as detailed in the table below.
- Services End Date: the last day of the latest session as detailed in the table below.
- Services: [Names of sessions being provided]
|Session||Session date and time||Location
(where the Services will take place)
|Number of participants||Deliverables|
|e.g., anti-racism training||
1 November 2022 10-3pm
|e.g., Customer’s office address||i.e., number of people expected to attend the session||i.e., any agreement re: training materials|
- Other: [e.g. anything else which has been commercially agreed]
The total Charges for the Services shall be £[●].
full payment due in advance
Reena Anand shall submit an invoice for the Charges plus VAT, if applicable to the Customer in advance of the Services Start Date, which the customer shall pay in accordance with clause 7.5.
- The Customer shall reimburse Reena Anand for the following expenses or disbursements reasonably incurred in the provision of the Services, in addition to the Charges:
(a) [list expenses and amount] and
together the (“Expenses”).
3.2. Such expenses shall be invoiced by Reena Anand, at cost (including, where relevant, VAT, which shall be clearly stated in the invoice), to the Customer.
3.3. The Customer shall pay the Expenses within 14 days of Reena Anand providing the Customer with a receipt detailing such incurred Expenses.
- Cancellation Fee
The cancellation fee shall be:
|Cancellation before the date of the next session||Cancellation fee|
|More than 2 weeks but less than 4 weeks before the date of the next session]||20% of the Charges|
|Less than 2 weeks before the date of the next session||80% of the Charges|