Terms of business for services
1. About Us
McKenzie Mills Partnership Ltd (MMP Ltd) is a company registered in England and Wales, with company registration number 6361968 whose registered address is 22 St John Street, Newport Pagnell, Buckinghamshire, MK16 8HJ.
MMP Ltd will provide services as agreed in a Letter of Agreement and/or a Master Service Agreement, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care. As an independent professional company, MMP Ltd will not require or be subject to supervision, direction or control, and itself accepts the responsibility for the proper provision of Services. MMP Ltd is responsible for maintaining reasonable continuity in personnel providing Services on its behalf, but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and MMP Ltd remains responsible for Services performed by any individual on its behalf.
3. Copyright and Intellectual Property Rights
3.1 Where the Client provides MMP Ltd with documentation, literary materials or media in order to enable MMP Ltd to provide the services, there shall be no transfer of Intellectual Property vested in these, and the aforementioned Intellectual Property shall remain the sole property of the Client.
3.2 The copyright of all products, and written materials supplied by MMP Ltd in the course of Services delivery belongs to MMP Ltd and these items remain the Intellectual Property of MMP Ltd. The Client shall not copy, redistribute or publish this Intellectual Property without the prior written consent of MMP Ltd and payment of appropriate licence fees.
3.3 Neither the Client nor MMP Ltd claim or assert any rights to Intellectual Property belonging to any third party, which may be used under licence or otherwise lawfully during the course of the Agreement.
3.4 ‘Deliverable’ means a work produced by MMP Ltd in the course of HR Tech consulting, Digital Skills consulting, L&D consulting and other Consulting services delivery to the Client. Where pre-existing works are incorporated in any Deliverable, the Client has non-exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved. Subject thereto, all rights in any Deliverable pass to the Client upon payment of all fees due to MMP Ltd relating to that Deliverable, and MMP Ltd will execute a formal assignment thereof on request by the Client.
4. Charges and Payment
4.1 Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies/facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly.
4.2 All sums due shall be invoiced and paid as specified in the Letter of Agreement. The Client will pay MMP Ltd’s invoices within 21 working days, plus VAT. Unless otherwise specified, where payment is on a time and materials basis, MMP Ltd may invoice monthly.
4.3 If any of MMP Ltd’s invoices becomes overdue, MMP Ltd may suspend provision of Services, and any agreed timescale will be automatically extended; MMP Ltd may also terminate an engagement at any time when any payment is more than 7 days overdue. Late payment of invoices will incur a charge of Bank of England base/bank rate + 8% on the outstanding invoice amount.
MMP Ltd is not liable for any loss or damage in excess of 100% of the total fees payable in respect of an engagement, except where it may not lawfully exclude or limit liability. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation (but not fraudulent) is expressly excluded. Neither party excludes or limits liability for death or personal injury. All claims by clients shall be deemed relinquished unless brought against MMP Ltd within one year after substantial completion of the Services, according to (i) the date(s) specified within associated Schedule(s), or (ii) the effective date of a notice to terminate a Schedule by either party.
Either party may terminate this Agreement without cause, and immediately at any time, confirmed in writing.
7. Non-poaching of staff
Neither party will engage, employ or otherwise solicit for employment any person who during the previous 6 months was an employee, partner, or sub-contractor of the other, and with whom such party had material contact in connection with any engagement, until 6 months after the end of that engagement.
8.1 A contract for an engagement formed on the basis of a Letter of Agreement and/or Master Service Agreement referencing these terms is governed only by these terms and by no others, except where both parties expressly agree in writing. In particular, it is agreed that any Purchase Order, or other such document from the Client is intended for the Client’s own administrative purposes only, and that notwithstanding its wording, neither a Purchase Order, nor its content will have any legal effect. Save to the extent expressly provided, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
8.2 If either party is obstructed in performing any of its obligations under a schedule by an event outside its reasonable control, then performance to the extent obstructed is suspended for so long as the obstruction continues. Whilst performance is suspended, and has been so for more than 7 days, either party may terminate that Schedule by immediate written notice.
Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by the other secret. Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the end of an engagement. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.
10.1 The Client is a client of a business undertaking carried on by MMP Ltd, and it is not the intention of either to create or allow to arise any employee/employer relationship. Each party will indemnify the other against any claims brought by or in relation to its own employees, whether such claims relate to employment, tax, national insurance, or otherwise.
10.2 Consultant Not an Employee: The Consultant and any personnel who may be delivering the Services under this Agreement are not employees of the Client and are not entitled to receive any employment benefits from the Client. Further, the Client shall not be required to make contributions for tax, national insurance, pensions plans, workers’ compensation or similar premiums, employer health tax and other similar levies on behalf of any of MMP Ltd’s employees or personnel.
These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.