This disclaimer and privacy statement are applicable to the clients of Meverly Adjhei Benjamin Consultancy Firm B.V. and the website visitors of www.meverlyadjheibenjamin.com. Our standard terms and conditions are as follows:
In this Agreement, unless the context otherwise requires the following words and expressions have the following meanings:
AGREEMENT – This Consultancy Service Agreement including each and every Statement of Works;
BUSINESS DAY – A day other than a Saturday or Sunday;
“DATA PROTECTION LEGISLATION – The General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in England from time to time;
Deliverables – the outputs from the provision of the Services including those described in Schedule 1 or in any Statement of Works;
Intellectual Property Rights – All patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world;
Services – the services to be provided by Meverly Adjhei Benjamin Consultancy Firm B.V. as specified in Schedule 1 or in any Statement of Works;
Statement of Works – A statement agreed between Meverly Adjhei Benjamin Consultancy Firm B.V. and the Client from time to time specifying works to be carried out by and deliverables to be provided by Meverly Adjhei Benjamin Consultancy Firm B.V.
1.1 Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.2 The headings in this Agreement are for convenience only and shall not affect its interpretation.
1.3 Any reference to a clause or Schedule shall be construed as a reference to a clause of or schedule to this Agreement unless expressly stated to the contrary.
1.4 Any reference to a statute or statutory provision is to it as from time to time in force as amended or re-enacted.
1.5 Use of the word “including” is without prejudice to the generality.
Meverly Adjhei Benjamin Consultancy Firm B.V. shall provide and perform the Services on the terms and conditions of this Agreement and will do so:
2.1 In compliance with all applicable laws, regulations, codes of practice and professional standards;
2.2 With reasonable skill and care;
2.3 In accordance with the terms of this Agreement, including the timescales specified in Schedule 1 or any Statement of Works;
2.4 In accordance with good professional practice.
3.1 Meverly Adjhei Benjamin Consultancy Firm B.V. shall use its reasonable endeavours to ensure that the same personnel provide the Services in order to maintain consistency and build a relationship with the Client.
3.2 Meverly Adjhei Benjamin Consultancy Firm B.V. shall use its reasonable endeavours to ensure that its personnel comply with the Client’s site regulations when Meverly Adjhei Benjamin Consultancy Firm B.V. personnel are on the Client’s premises.
3.3 The Client shall not at any time during the term of this Agreement or for a period of 6 months following its expiry or termination employ or solicit for employment or engage on any basis any member of the Meverly Adjhei Benjamin Consultancy Firm B.V’s personnel (whether employed or engaged on some other basis by Meverly Adjhei Benjamin Consultancy Firm B.V).
3.4 The Client acknowledges the cost to Meverly Adjhei Benjamin Consultancy Firm B.V. of losing and replacing any such person and the Client agrees that if it breaches the provisions of clause 4.3, the Client shall pay to Meverly Adjhei Benjamin Consultancy Firm B.V. by way of liquidated damages a sum equal to the greater of (i) £50,000; and (ii) an amount equal to the person’s aggregate annual gross remuneration package.
4.1 The Client shall provide Meverly Adjhei Benjamin Consultancy Firm B.V. with such information and access to such facilities and personnel as Meverly Adjhei Benjamin Consultancy Firm B.V. shall reasonably require in order to provide the Services.
4.2 The Client shall make such decisions and provide such instructions as Meverly Adjhei Benjamin Consultancy Firm B.V. shall require and at the time that Meverly Adjhei Benjamin Consultancy Firm B.V. requires to enable Meverly Adjhei Benjamin Consultancy Firm B.V. to provide the Services.
4.3 The Client acknowledges that Meverly Adjhei Benjamin Consultancy Firm B.V’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by Meverly Adjhei Benjamin Consultancy Firm B.V.
5.1 Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.
5.2 All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to Meverly Adjhei Benjamin Consultancy Firm B.V; the Client shall have a royalty free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.
5.3 Meverly Adjhei Benjamin Consultancy Firm B.V. warrants to the Client that the Deliverables will not in any way infringe the Intellectual Property Rights of any other person and Meverly Adjhei Benjamin Consultancy Firm B.V. will indemnify the Client and keep the Client fully indemnified in respect of any losses, liabilities, demands, actions and claims that the Client might incur or suffer as a result of any breach of this warranty.
6.1 Meverly Adjhei Benjamin Consultancy Firm B.V. and the Client may during the course of this Agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”).
6.2 The receiving party shall:
6.2.1 Keep all Confidential Information confidential and not disclose it to any person (save as required by law); and
6.2.2 Use the Confidential Information only for the purpose for which it was provided and for no other purpose.
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Meverly Adjhei Benjamin Consultancy Firm B.V. is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
7.3 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Meverly Adjhei Benjamin Consultancy Firm B.V. for the duration and purposes of this agreement.
7.4 Meverly Adjhei Benjamin Consultancy Firm B.V. shall, in relation to any personal data processed in connection with the performance by Meverly Adjhei Benjamin Consultancy Firm B.V. of its obligations under this agreement:
7.4.1 Process that personal data only for the purposes of this agreement or on the Client’s written instructions;
7.4.2 Ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;
7.4.3 Ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
7.4.4 Not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
18.104.22.168 Meverly Adjhei Benjamin Consultancy Firm B.V. has provided appropriate safeguards in relation to the transfer;
22.214.171.124 The data subject has enforceable rights and effective legal remedies;
126.96.36.199 Meverly Adjhei Benjamin Consultancy Firm B.V. complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
188.8.131.52 Meverly Adjhei Benjamin Consultancy Firm B.V. complies with the Client’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data;
7.4.5 Assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security , breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.4.6 Notify the Client without undue delay on becoming aware of a personal data breach;
7.4.7 At the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the personal data;
7.4.8 Maintain records and information to demonstrate its compliance with these provisions.
8.1 Meverly Adjhei Benjamin Consultancy Firm B.V. shall charge and the Client shall pay the amounts set out or calculated in accordance with Schedule 1 and/or the relevant Statement of Works.
8.2 Where the fees are to be calculated on a time and materials basis, Meverly Adjhei Benjamin Consultancy Firm B.V. may increase those fees on giving not less than one month’s written notice to the Client.
8.3 Any sums stated in this Agreement (including in the Schedule and in any Statement of Works) are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Client in addition.
8.4 The Client shall in addition reimburse Meverly Adjhei Benjamin Consultancy Firm B.V. for expenses including those that are specified in Schedule 1 or the relevant Statement of Works provided they are reasonable and properly incurred.
8.5 The Client is obliged to cancel appointments with Meverly Benjamin Consultancy Firm B.V. at or before 24 hours before the confirmed appointment date. The Client will be charged an amount of €35,- (Equivalent to a half an hour consultation fee) excl. VAT and 10% from the total amount of the offer when cancellation doesn’t take place in time.
9.1 Meverly Adjhei Benjamin Consultancy Firm B.V. shall invoice the Client on the basis set out in the Schedule or in the relevant Statement of Works or, if payment details are not set out, monthly in arrears.
9.2 The Client shall pay all valid and properly submitted invoices not later than 30 days after they are received or at such other times as may be specified in the Schedule or the relevant
STATEMENT OF WORKS.
9.3 If the Client does not pay any invoice by the due date for payment Meverly Adjhei Benjamin Consultancy Firm B.V may, without prejudice to any other rights and remedies that it may have:
9.3.1 Suspend provision of the Services until payment in full including any interest is received; and/or
9.3.2 Charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.
9.4 The Client shall pay all invoices in full without any set-off or deduction.
This Agreement shall commence on the date stated at the beginning and shall continue in force, subject to early termination in accordance with the next following clause, until terminated by either party giving to the other not less than two months’ notice, such notice to expire at any time.
Either party may terminate this Agreement forthwith on notice to the other party if that other party:
11.1 Is in material breach of any of the terms of this Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 20 Business Days of service of notice specifying the breach and requiring it to be remedied;
11.2 Has a petition granted for its winding up or has a liquidator, administrator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors or ceases, or threatens to cease, trading.
12.1 Termination under clause 11 or clause 12 may be in respect of any individual Statement of Works or in respect of this Agreement including all Statements of Works.
12.2 On termination of this Agreement for any reason and at the end of the provision of the Services, Meverly Adjhei Benjamin Consultancy Firm B.V. shall return all property, equipment, documentation and other things provided to it by the Client in connection with the provision of the Services.
12.3 Termination of this Agreement or any Statement of Works shall not affect any right or remedy which has accrued due at the time of termination.