General Contractor Agreement

THIS GENERAL SERVICE AGREEMENT (the “Agreement”) is effective upon request to quote or provide services.

CLIENT

CONTRACTOR

[Client] [Registered / Residing Address]

Absolute Plumbing & Maintenance Ltd (t/a MyAbsolute.co.uk) 10 Drake Ct, Riverside Park Industrial Estate, Middlesbrough TS2 1RS, UK -AND- Absolute Commercial Services (UK) Ltd (t/a MyAbsolute.co.uk) 10 Drake Ct, Riverside Park Industrial Estate, Middlesbrough TS2 1RS, UK -AND- Absolute Sustainability Ltd (t/a MyAbsolute.co.uk) 10 Drake Ct, Riverside Park Industrial Estate, Middlesbrough TS2 1RS, UK (individually and collectively the “Contractor”)

 

BACKGROUND The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.  The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

2.  SERVICES PROVIDED

2.1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):

1. • Commercial Consultancy & Services;

1. • Maintenance Support; and

1. • Sustainability Consultancy & Services.

2.2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

3.  TERM OF AGREEMENT

3.1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

4.  PERFORMANCE

4.1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

5.  CURRENCY

5.1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

6.  PAYMENT

6.1. The Contractor will charge the Client for the Services as follows (the “Payment”):

1. • The full cost of services rendered, as agreed up front, with 50% up-front payment for any works exceeding £1,000, unless otherwise pre-agreed in writing.
   • Any late payment fees owing, including daily interest, up to and including the date funds are cleared in the relevant account.
   • Labour at the contractor’s ‘Standard’ rate unless client-specific rates have been pre-agreed and documented / signed in writing beforehand.  We reserve the right to review and amend our labour rates upwards in line with inflation and/or discretionary needs as necessary.
   • Value Added Tax ‘VAT’ may be excluded from costs quoted but will be payable on all works undertaken, at the prevailing rate as set by government, any products subject to 100% VAT relief must be procured directly by the eligible client and procured on-site in advance of our installation date, as set out in The VAT Act, 1994.

6.2. Invoices submitted by the Contractor to the Client are due for payment in full within 3 days of receipt.  For invoices not settled within 30 days, we may exercise our statutory right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under the Late Payment legislation, because we were not paid according to our agreed credit terms.

6.3. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

6.4. Any retention payments (typically no more than 5% total project value) must be pre-approved by the contractor prior to the start of works, detailed within the key terms of the contract and will be agreed only where the client commits to holding all retention funds within an independent and ring-fenced ‘retention trust account’ and must include the additional 20% VAT liability in addition to any pre-agreed retention amounts.

7.  REIMBURSEMENT OF EXPENSES

7.1. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

7.2. All expenses over and above any pre-agreed thresholds, must be pre-approved by the Client.

7.3. All goods and equipment supplied under the terms of this agreement will remain the property of the contractor until such a time that ALL FUNDS OWING have been settled IN FULL by the client, we reserve the right to re-attend the subject property to remove any goods and equipment in the event of failure to settle ALL FUNDS OWING in full and will not accept liability for any directly consequential damage occurred in doing so.

 7.4. The Client, or an appointed person or company acting on behalf of the client, will be held responsible for any debt collection agency costs, should a payment not be made by the due date listed on our invoice. If payment is subsequently made directly to Absolute Plumbing and Maintenance Limited following our instruction of debt collection agents, we reserve the right to issue the client, or their representative agent, a further invoice for the costs incurred by any third-party debt collection agency.

8.  CONFIDENTIALITY

8.1. Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all
(i) non-public information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential;
(ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.

8.2 In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.

8.3 Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement.

8.4 The obligations of this Section shall survive termination of this Agreement for a period of 1 year.

9.  OWNERSHIP OF INTELLECTUAL PROPERTY

9.1. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.

9.2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

10.  WARRANTY

10.1. The Contractor warrants that:

(i) the Services will be performed in a professional manner and that none of the Services or any part of this Agreement is or will be inconsistent with any obligation the Contractor may have to others;
(ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, the Contractor);
(iii) the Contractor has the full right to provide the Client with the assignments and rights provided for herein;
(iv) the Contractor will comply with all applicable laws in the course of performing the Services and
(v) if the Contractor’s work requires a license, the Contractor has obtained that license and the license is in full force and effect.

EXCEPT AS SET FORTH IN THIS ATTACHMENT B, THE CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK.

EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.

11.  RETURN OF PROPERTY

11.1. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

12.  CAPACITY/INDEPENDENT CONTRACTOR

12.1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

13.  RIGHT OF SUBSTITUTION

13.1. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

13.2. In the event that the Contractor hires a sub-contractor:

• • the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
  • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

14.  AUTONOMY

14.1. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

15.  EQUIPMENT

15.1. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

16.  NO EXCLUSIVITY

16.1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

17.  NOTICE

17.1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing (excluding by email) and delivered to the Parties at the addresses detailed in ‘section 1’ of this agreement.

(or to such other address as either Party may from time to time notify the other).

18.  INDEMNIFICATION AND LIMITATION OF LIABILITY

18.1. The Contractor agrees to indemnify, defend and hold harmless the Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through the Contractor’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of the Contractor’s representations, warranties or agreements herein.

The Client agrees to indemnify, defend and hold harmless the Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by the Client’s (i) gross negligence; (ii) out of any claim that the Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and

trade secret rights; or (iii) from a breach or alleged breach of any of the Client’s representations, warranties or agreements herein.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, THE CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF THE CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY THE CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.

19.  MODIFICATION OF AGREEMENT

19.1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

20.  TIME OF THE ESSENCE

20.1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

21.  ASSIGNMENT

21.1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

22.  RIGHT TO AUTHORSHIP CREDIT

22.1  Both Parties agree that when asked, the Client must properly identify the Contractor as the creator of the deliverables. The Client does not have a proactive duty to display the Contractor’s name together with the deliverables, but the Client may not seek to mislead others that the deliverables were created by anyone other than the Contractor.

The Client hereby agrees the Contractor may use the work product as part of the Contractor’s portfolio and websites, galleries and other media solely for the purpose of showcasing the Contractor’s work but not for any other purpose.

The Contractor will not publish any confidential or non-public work without the Client’s prior written consent.

23.  ENTIRE AGREEMENT

23.1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

24.  ENUREMENT

24.1. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

25.  TITLES/HEADINGS

25.1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

26.  GENDER

26.1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

27.  GOVERNING LAW

27.1. This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of the Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’s jurisdiction.

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

28.  SEVERABILITY

28.1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

29.  FORCE MAJEURE

29.1. No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.