1 – Appointment
By this agreement ONID Limited, Albany House, Suite 404, 324 Regent Street, London W1B 3HH registered limited Company in England number 2909589 (hereinafter referred to as ‘ONID’) is appointed to Client (hereinafter referred to as ‘the Client’) to supply goods and services in connection with the agreed Schedule of Assignment or any subsequent agreed schedule of assignment (hereinafter referred to as the ‘schedule of assignment’).
2 – Character and Extent of Services
(a) It is hereby agreed that ONID shall act strictly in a the capacity of an independent contractor and/or agent of the Client for all purposes and in all situations and shall not be considered an employee or subsidiary of the Company.
(b) Whilst it is agreed that ONID shall consult with the Client from time to time ONID reserves full control of its activities as to the manner and selection of methods with respect to rendering the consulting services to the Company.
3 – Period of Service and Termination
(a) The period of service by ONID under this agreement shall commence from the date hereof and continue in accordance with the schedule of assignment.
(b) Either the Client or ONID may terminate this agreement giving the other party written notice of intention of such action and upon such termination all fees expenses or other monies owed to ONID under this Agreement shall become due forthwith.
4 – Fees
Upon ONID acceptance hereof, the Client agrees to pay ONID such amounts and at such times as detailed in the schedule of assignment.
5 – Expenses
(a) ONID as an independent contractor, shall be responsible for any incidental expenses incurred in the performance of its obligations under this Agreement, except as otherwise agreed in the schedule of assignment or writing prior to such expenses being incurred.
(b) Any expenditure incurred by ONID on behalf of the Client in foreign currency relating to any overseas assignment will be reimbursed by the Client in sterling at the exchange rate prevailing at the date of payment by ONID.
6 – Method of Payment
(a) ONID shall be paid on delivery to the Client (by post, facsimile transmission or electronic mail) of an Invoice.
(b) The Invoice shall be submitted in accordance with the agreed schedule of assignment.
(c) Payment to ONID will be made by cheque or, by bank transfer of funds direct to ONID’s bank account.
(d) ONID will temporally cease works on all current projects with the Client while Invoices remain unpaid for a period of greater than seven days after the due payment date agreed in the schedule of assignment. Re-scheduling the commencement of works will then be undertaken after cleared funds have been received.
7 – Confidentiality
(a) It is understood that in the performance of the assignment, ONID will obtain information about the Client, and that such information may include financial data, methods of operating, policy statements and other confidential data.
(b) ONID agrees to restrict the use of such above-mentioned information to the performance of the assignment described in this Agreement. ONID further agrees to return to the Client upon the completion of the assignment any and all original documents taken from the Client to facilitate the assignment described herein.
8 – Lien
So long as any amount properly due to ONID under the terms of this agreement are outstanding ONID shall have a lien over all drawings sketches designs design data specifications notebooks technical and scientific data photographs negatives reports findings recommendations data and memoranda of every description relating thereto as well as any goods or materials supplied by the Client to ONID and copies of the foregoing relating to the work performed under this Agreement or any part thereof.
9 – Force Majeure
ONID shall not be liable to the Client for any loss or damage which may be suffered by the Client as a result directly or indirectly of circumstances or events beyond the reasonable control of ONID including but not limited to an act of God or riot civil disobedience strike lockout trade dispute or labour disturbance accident breakdown of plant or machinery fire flood storm difficulty or increased expense in obtaining workmen materials or transport or other circumstances affecting the work agreed to be carried out by ONID under this agreement. . ONID’s entire liability under any provision of the agreement shall be limited to the amount actually paid by the Client for the services detailed in the Schedule of Assignment.
10 –Software Licensing
ONID will grant software licenses for each specified project as detailed in the schedule of assignment. The software license is issued in accordance with the software license agreement attached to the schedule of assignment.
11 –Supply of Goods Guarantee
(a) Subject to the Client due performance of all it’s obligations under this agreement ONID shall guarantee that all items of goods including materials, parts and equipment detailed in the schedule of assignment will work free from faults or defects for a period of not less than 12 calendar months from the date of delivery to the installed site of such item and a period not greater than as stated in each schedule of assignment.
(b) Upon the Client within the period of the guarantee furnishing ONID with written notification of any fault or defect in the goods including materials, parts and equipment or parts thereof, upon the same being established to ONID’s satisfaction, ONID shall use best endeavours, free of charge to repair, remedy or replace such goods or parts.
(c) Performance of the guarantee by ONID will be effected in ONID’s workshops, the Client bearing the cost of carriage of the goods or parts, or the call out charges for travel expenses and labour from and to either the Company’s place of operation or the installed site.
12 – CIS Tax Exemption Certificates
In accordance with the Inland Revenue document; Construction Industry Series IR15/15 (CIS) appendix B, all scope of work undertaken in the agreed schedule of assignment is characterised as “operations excluded” from the scheme, therefore ONID will not be obliged to issue a CIS card for full payment of Invoices submitted.
13 – Integration
This Agreement, executed in duplicate, constitutes the entire contract between the parties and may be cancelled, modified or amended only by a written supplementary document executed by each of the parties hereto.