CONSLT

GENERAL CONDITIONS - PROFESSIONALS

1.              BACKGROUND

1.1.         These General Conditions apply to any services relating to use of the CONSLT mobile application, website www.conslt.co.uk(Platform) and any related services (Services) provided by CONSLT LTD (Company number 10371918) (CONSLT) to any professional service provider (Professional).

1.2.         These General Conditions form a binding contract between CONSLT and the Professional in respect of Services, and are incorporated into any Professional Agreement, and any other binding agreement between the parties (Agreement).  Compliance with the terms and conditions governing use of the Platform are incorporated by reference in this Agreement.

1.3.         These Conditions shall be deemed effective upon the Professional accessing the Services, contacting any Client, or accepting any written proposal from CONSLT.

1.4.         CONSLT is not an employee or partner of the Professional in any way. Services provided are for the sole benefit of the Professional unless expressly agreed otherwise.

2.              SERVICES

2.1.         CONSLT will: (i) provide Services in accordance with this Agreement and all the relevant laws and regulations relating to performance of Services; (ii) not be responsible for the products or services provided by the Professional or third parties.

3.              PROFESSIONAL RESPONSIBILITIES

3.1.         The Professional will pay all Fees and additional charges in accordance with this Agreement.

3.2.         The Professional warrants and represents that use of the Services by the Professional shall be for legitimate business purposes in compliance with all applicable laws and regulations, and that the Professional has obtained all necessary approvals, consents and permissions from any relevant authority or third party.

3.3.         In respect of any Client subject to a Sessions, the Professional is responsible for: (a) obtaining work permits and/or such other permission to work as may be required; (b) satisfying itself of any legal and other requirements, qualifications or permissions, required by law of the country in which the Professional provides the session or is engaged to perform services to the Client.

4.             FEES, INVOICING & PAYMENT

4.1.         Professionals shall be charged Fees as a fixed percentage of the amounts paid by Clients for Sessions – being initially and by default commissions (7.50%) and administrative charges (2.50%) on the contract value paid for the Sessions and subscription fees may apply for accessing certain features or Services.

4.2.         Should a Client become engaged, directly or indirectly, within 12 months of the date of commencement with the Professional resulting from the Services (including where the Professional provides details of any Client to a third party), the Professional to whom the original link was made shall be liable for any Fee that would have been payable to CONSLT, as if that Professional had completed the Sessions in accordance with this Agreement.

4.3.         The Fees are payable by the Professional without any set off or deduction.

4.4.         CONSLT reserves the right to change the Fees at its own discretion by giving one month’s notice, including as necessary to account for changes to the Services.

4.5.         In the event of termination under this Agreement, CONSLT may determine in its absolute discretion whether to refund any advance payment of Fees.

4.6.         If any amount due remains unpaid, CONSLT: (i) reserves the right to suspend use of the Services, and delete the Professional’s account following a final termination notice; and (ii) the Professional shall be liable to pay interest on the amount overdue, except where there is a bona fide dispute relating to an invoice and only in respect of the amount disputed, at the rate of 4% per annum above Barclays Bank plc base rate accrued on a daily basis from the due date until actual payment, whether before or after judgment.

4.7.         If requested, CONSLT will render a valid tax invoice to the Professional. Unless expressly stated otherwise, all amounts payable under this Agreement are exclusive of VAT and other sales taxes. If any payment pursuant to this Agreement constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the supplier shall increase that payment by an amount equal to the applicable tax which is chargeable in respect of the taxable or deemed taxable supply, provided that the recipient delivered a valid tax invoice.

4.8.         CONSLT shall be entitled to set off or withhold any amount owed to the Professional under this Agreement against any amount payable by the Professional to CONSLT.

5.              INTELLECTUAL PROPERTY

5.1.          All intellectual property in and relating to the Services (whether registered or unregistered and including any copyright, designs, source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the Professional) is the property of CONSLT.

5.2.          All intellectual property in and relating to the Professional (whether registered or unregistered and including any copyright, designs, source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by CONSLT) remains the property of the Professional.

5.3.          Subject to clause 5.5, each party has moral and registered rights in its trademarks and neither party shall copy, alter, use or otherwise deal in such marks without prior written consent of the owner.

5.4.          Each party shall be entitled to refer to use of the Services performed by CONSLT and include the other party’s trademarks in its marketing activities, unless otherwise expressly requested in writing.

6.               INTELLECTUAL PROPERTY RIGHTS INDEMNITY

6.1.          CONSLT shall indemnify the Professional against all liabilities, costs, expenses, damages and losses (including reasonable legal fees) incurred by the Professional arising out of any claim made against the Professional for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with use of the Services, provided that, if any third party makes a claim, or notifies an intention to make a claim, against the Professional which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Professional:

(a)             as soon as reasonably practicable, gives written notice of the Claim to CONSLT, specifying the nature of the Claim in reasonable detail;

(a)             does not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of CONSLT (such consent not to be unreasonably conditioned, withheld or delayed);

(a)             gives CONSLT and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Professional, so as to enable CONSLT and its professional advisers to examine them and to take copies (at CONSLT's expense) for the purpose of assessing the Claim; and

(a)             subject to CONSLT providing security to the Professional, to the Professional's reasonable satisfaction, against any claim, liability, costs, expenses, damages or losses that may be incurred, takes such action as CONSLT may reasonably request to avoid, dispute, compromise or defend the Claim.

6.2.          CONSLT shall have no liability for any claim of infringement of intellectual property rights to the extent that the Claim arises out of the Professionals use of the Services in combination, including in combination with or substitution for any other recruitment or related services.

6.3.          Nothing in this clause shall restrict or limit the Professional's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

7.               DATA PRIVACY

7.1.          Each party warrants and represents that it has adopted and implements a privacy policy compliant with the requirements under the Data Protection Act 1998 in respect of all personal data provided to the other party in connection with the Services or otherwise under this Agreement, including that the Professional has obtained all necessary consent from any individual whose information is processed in connection with the Services.

8.               THIRD PARTIES

8.1.          CONSLT may engage third parties to perform specific parts of Services (Third Parties). The Professional consents to the involvement of Third Parties and any arrangements entered into by CONSLT and such Third Parties.

8.2.          CONSLT is not responsible for any content or information transmitted by Third Parties, or liable for any reliance that the Professional may make upon the information or statements conveyed by Third Parties (or in relation to dealings with Third Parties).

9.               NON-SOLICITATION

9.1.          For the period ending 3 months thereafter, neither party may solicit for employment either directly or indirectly, and person who is employed or contracted by the other party.

10.            CONFIDENTIALITY

10.1.      Each party must maintain in confidence any written information that (Confidential Information): (i) details the respective business of the Professional and of CONSLT; (ii) is identified by either party as confidential and/or proprietary, other than information that the relevant party can establish; (iii) was in the public domain at the time it was disclosed; (iv) was already in the possession of a party when given, without having been acquired (directly or indirectly) from the other party; or (v) was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

10.2.      Each party must not (i) use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this Agreement; or (ii) disclose any of the Confidential Information unless required (A) by law or order of any court or tribunal of competent jurisdiction, (B) by any Government Agency, stock exchange or other regulatory body; or (C) to its personnel and advisors, where the party informs the recipient of the obligations in relation to Confidential Information under this Agreement.

10.3.      If a party is required to make a disclosure under this clause, that party must: (i) to the extent possible, notify the other party if it anticipates that it may be required to disclose any Confidential Information; and (ii) only disclose strictly necessary Confidential Information.

11.            DISPUTE RESOLUTION

11.1.      If any dispute arises between the Professional and CONSLT in connection with this Agreement (Dispute), either party may notify the other of the Dispute by a notice (Dispute Notice) which: (i) includes or is accompanied by full and detailed particulars of the Dispute; and (ii) Is delivered within 14 days of the circumstances giving rise to the first occurrence of the Dispute. Within 14 days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) from the Professional and CONSLT must meet and seek to resolve the Dispute.

11.2.      A party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause, provided that nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

11.3.      Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this Agreement and any related agreements.

12.            FORCE MAJEURE

12.1.      Neither party shall be liable for any failure or delay to performance of obligations under this Agreement if such failure or delay results from any cause that is beyond the reasonable control of that Party including power failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

12.2.      In the event that any party cannot perform their obligations hereunder as a result of force majeure for a continuous period of 2 months, the other party may at its discretion terminate this Agreement by written notice at the end of that period.

13.            INDEMNITY

13.1.      Without prejudice to any other provision in this Agreement, the Professional on behalf of itself, its employees, its suppliers, agents and sub-contractors hereby accepts liability and agrees to fully indemnify CONSLT for the full amount of all damages, expenses, losses, compensation, demands, actions, liabilities, fines, costs (including legal costs) and/or any other sum of whatever nature which, for any reason whatsoever, CONSLT incurs or pays to any Professionals, employees, agents and/or representatives and/or any third party (including own legal costs) or authority (whether pursuant to any court order or by way of any settlement which CONSLT, acting reasonably in all the circumstances including the costs, risks and time involved in fighting any claim, agrees to pay or otherwise), as a result directly or indirectly in whole or part of: (a) any Client claims relating to the Services or any Sessions; and/or (b) any breach of any nature whatsoever by the Professional of their obligations expressed or implied under this Agreement and/or any other agreement between the parties by the Professional; and/or, (c) the death, injury or illness (including fatality) of any person which is caused by or arises out of any wrongful or negligent act or omission of, or any breach of this Agreement by the Professional, its employees, agents, suppliers and sub-contractors, and for which CONSLT may be found partly responsible or for which CONSLT may have any liability and; and/or (d) any act(s) and/or default(s) of the Professional (including employees, agents, suppliers and sub-contractors of the CONSLT) relating to the Services or any Sessions; and/or (e) any access to the Services.

13.2.      Without prejudice to any other provision in this Agreement, the Professional on behalf of itself, its employees, its suppliers, agents and sub-contractors hereby accepts liability and agrees to fully indemnify CONSLT for the full amount of all damages, expenses, losses, compensation, demands, actions, liabilities, fines, costs (including legal costs) and/or any other sum of whatever nature which, for any reason whatsoever arising from or in connection with any breach of any nature whatsoever by the Professional of their obligations expressed or implied under this Agreement and/or any other agreement between CONSLT and the Professional.

13.3.      CONSLT may at its option satisfy such indemnities (whether in whole or in part) by way of deduction from any payments due to be paid to it under this Agreement. The indemnities shall survive and remain in full force and effect after the termination (for whatever reason) or expiry of this Agreement.

14.            LIABILITY

14.1.      CONSLT does not guarantee any specific results from use of the Services. This Agreement is not a service level agreement.

14.2.      To the extent permitted by law, by using the Services, the Professional acknowledges and represents that the Professional is not a consumer and no refund will be payable in any circumstances whatsoever.

14.3.      To the extent permitted by law, CONSLT’s liability for breach of this Agreement or otherwise in connection with the Services, as well as any implied warranty or condition that cannot be excluded, is restricted at the option of CONSLT to the re-supply of services, payment of the cost of re-supply of services or the applicable Fees.

14.4.      CONSLT shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill; any loss or corruption (whether direct or indirect) of data or information; loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or any loss or liability (whether direct or indirect) under or in relation to any other contract.

14.5.      Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

14.6.      Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation.

15.            TERMINATION

15.1.      This Agreement shall continue unless terminated by either party on 1 month prior written notice, provided that either party may terminate summarily by giving the other party 7 days written notice if the other party: (i) is insolvent, bankrupt or otherwise incapable of paying its debts; or (ii) has been appointed a controller, receiver or other administrator.

15.2.      CONSLT may terminate this Agreement immediately on written notice, If the Professional: (i) fails to pay the Fees; or (ii) has not remedied a material breach after being given at least 14 days notice or has committed a material breach incapable of remedy.

15.3.      Upon termination of this Agreement, the Professional must pay any outstanding Fees and charges payable under this Agreement. The parties acknowledge that any accrued rights shall not be affected and shall survive as necessary for the enforcement and discharge of such liabilities. Excluding the obligation to provide Services, the obligations under this Agreement continue in full force and effect after this Agreement is terminated.

16.            AMENDMENT, ASSIGNMENT & SALE

16.1.      This Agreement can only be amended, supplemented, replaced or novated by another agreement executed by the parties.

16.2.      CONSLT may assign or subcontract its obligations under this Agreement at its discretion. The Professional may only assign or otherwise create an interest in their rights under this Agreement with the written consent of CONSLT.

17.            GENERAL

17.1.      Interpretation. Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:

(a)             The singular includes the plural and vice versa.

(b)             If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

(c)             A reference to legislation is to the latest version of the legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.

(d)             Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

(e)             A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

(f)             A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

17.2.      Notices. The parties acknowledge and agree that this Agreement is executed (including digitally or by counterpart) and conveyed by electronic communication (having the meaning given in the Electronic Communications Act 2000 and Electronic Signatures Regulations 2002). Any consent, notice or communication under this Agreement is effective if conveyed by electronic communication and must be sent to the parties as necessary.

17.3.      Disclaimer. Each party accepts that it has not relied on any representation, warranty or statement made by any other party, except as set out in this Agreement.

17.4.      Relationship. The relationship of the parties to this Agreement does not form any joint venture, partnership, employment, trust or agency.

17.5.      Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement, provided that this clause does not affect a right or remedy of a person which otherwise exists or is available.

17.6.      Waiver. No clause of this Agreement will be deemed waived unless such waiver or consent is provided in writing. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.

17.7.      Inconsistency. This Agreement prevails to the extent of the inconsistency with any other preceding agreement between the parties.

17.8.      Counterparts. This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

17.9.      Severability. Any clause of this Agreement, which is invalid or unenforceable, will be ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

17.10.   Governing Law. The Agreement and any non-contractual obligations arising under it are governed by the laws of England and Wales. Each of the parties hereby submits to the exclusive jurisdiction of courts in England.