1.1 The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Confidentiality Agreement: the confidentiality agreement attached to these terms and conditions.
Commencement Date:
Confidential Information: information (whether recorded in documentary form or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Customer for the time being confidential to the Customer and trade secrets including, without limitation, technical data and know-how relating to the business of the Customer or any of its business contacts.
Deposit: the sum of £_____ paid to and held by Merivium Associates and retainer fee of £______ plus VAT
Engagement Letter: the letter attached to these terms and conditions setting out the Services to be provided.
Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Services: the services to be provided by Merivium Associates in a consultancy capacity for the Customer asset out and as more particularly described in the Engagement Letter.
Termination Date:
Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by Merivium Associates in connection with the provision of theServices.
1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 A reference to one gender includes a reference to the other gender.
1.5 The schedules to this agreement form part of (and are incorporated into) this agreement.
2.1 The Customer shall engage Merivium Associates to provide the Services on the terms of this agreement, and the Engagement Letter attached to these terms and conditions.
2.2 The Engagement shall commence on the Commencement Date and shall automatically terminate on the Termination Date
2.3 Notwithstanding clause 2.2 this agreement may terminate.
a) as provided by the terms of this agreement; or
b) by either party giving to the other not less than one-month prior written notice.
3.1 During the Engagement Merivium Associates shall advise and assist the Customer as required in all branches of its business including the obligations set out in the Engagement Letter but without prejudice to the generality of the above.
4.1 In consideration of the services to be rendered by Merivium Associates under this agreement the Customer shall pay to Merivium Associates a fee in accordance with clause 5.
5.1 In consideration of the provision of the Services, the Customer shall on receipt of an invoice (‘Invoice’) submitted, pay upon receipt of the Invoice such fee, as detailed on the invoice, by cheque or bank transfer.
5.2 If the Customer fails to pay any amount under this agreement, Merivium Associates may charge interest on the overdue amount. The Customer shall pay the interest immediately on demand from the due date up to actual payment date at the rate of 4% per annum above the base rate for the time being of the Bank of England. Such interest shall accrue daily and be compounded quarterly.
6.1 Nothing in this agreement shall prevent Merivium Associates from being engaged, concerned, or having any financial interest in any Capacity in any other business, trade, profession, or occupation during the Engagement provided that such activity does not cause a breach of any of Merivium Associates' obligations under this agreement.
7.1 The terms of the Confidentiality Agreement attached to these terms and conditions shall apply.
8.1 Any Intellectual Property Rights in the Works created during the Term of this agreement are and shall always remain the sole and exclusive property of Merivium Associates.
9.1 This agreement will automatically terminate on the Termination Date.
9.2 Notwithstanding clause 11.1 this agreement can be terminated by either party by serving on the other party notice to terminate one month from the date of the notice.
9.3 Notwithstanding clause 11.1 the following obligations are conditions of this agreement and any breach of them shall be deemed a fundamental breach which shall determine this agreement immediately and the rights and liabilities of the parties shall thereafter be determined:
a) failure on the part of the Customer to make punctual payment of all sums due to Merivium Associates under the terms of this agreement; and
b) the levying of any distress or execution against the Customer or the making by him of any composition or arrangement with creditors or being a Customer, the Customer’s liquidation (other than a members’ voluntary liquidation).
9.4 Merivium Associates reserves the right to charge the Customer a cancellation fee for cancellation of this agreement prior to its Commencement Date. The cancellation fee shall be equal to all financial losses suffered by Merivium Associates as a result of the Customer’s cancellation.
10.1 Merivium Associates shall upon the termination immediately deliver up to the Customer all correspondence documents, specification papers and property belonging to the Customer which are in its possession or control.
11.1 The relationship of Merivium Associates to the Customer will be that of consultancy and nothing in this agreement shall render it an employee, worker, agent or partner of the Customer and Merivium Associates shall not hold itself out as such.
12.1 Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being. Any such notice shall be deemed to have been received:
a) if delivered personally, at the time of delivery; or
b) in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting.
12.2 In proving such service, it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post.
13.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between
13.2 Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy (other than for breach of contract) in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
13.3 Nothing in this clause shall limit or exclude any liability for fraud.
14.1 No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
15.1 This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
16.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than Merivium Associates and the Customer shall have any rights under it. The terms of this agreement or any of them may be varied, amended, or modified or this agreement may be suspended, cancelled, or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.
17.1 This agreement shall be governed by and construed in accordance with the law of England and Wales.
17.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement.
The current regulations for data protection in the UK are based on the Data Protection Act 2018, which is the UK’s implementation of the General Data Protection Regulation (GDPR). These regulations apply to how organisations, businesses or the government use your personal information. They also give you certain rights over your data, such as accessing, correcting, deleting, or restricting it.
Merivium Associates is committed to hold and use data only for the purposes that is has been given permission. Data will not be sold to third parties.
Merivium Associates acknowledges Bing as a source of data and copy included on this website. It does not assert ownership of any copy* which is already available from publicly sourced information.
All other copy and information are provided exclusively by Merivium Associates (Copyright2023).
