Susie March Consulting
Standard terms and conditions
Professional Services Agreement
Susie March Consulting
This Professional Services Agreement is made and entered into by and between Susie March Consulting, hereinafter referred to as SMC, and the party paying for the Professional Services, hereinafter referred to as the CLIENT.
The purpose of this Agreement is to provide expertise related to child protection, Personal, Sexual and Health Education (PSHE) and Comprehensive Sexuality Education (CSE) to the CLIENT. SMC possesses special expertise, skill and experience in the field of Sex and Relationship Education Curriculum Design and Delivery.
2. Scope of Professional Services
During the term of this agreement, SMC will be eligible for specific assignments on behalf of the CLIENT. SMC will have the right to decline any assignment.
The scope of work or agreed assignment(s) will be defined in the relevant communication between SMC and the CLIENT. This may be in the form of email, letter, fax or verbal agreement.
This Agreement is entered into for the specified assignments. SMC may terminate this agreement by giving a 30-day notice or at any time without further notice in the event of a material breach by the CLIENT.
The CLIENT will promptly pay SMC in accordance with the above fee schedule for professional services upon receipt of official invoices detailing the scope of work completed, based upon the delivery of specified components.
Work that would extend beyond this estimate as part of the defined scope, must be agreed upon in advance by both parties.
6. Expenses and travel
The CLIENT will reimburse SMC for expenses related to the agreed assignments. Reimbursable expenses will be directly related to the assignments detailed above and, if requested by the CLIENT, supported by detailed invoices and accompanying receipts. Reimbursable expenses will include hotel, meals, visas and ground transportation.
Business class will be booked for trips that include combined flights and layovers in excess of five (5) hours.
7. Relationship Between the Parties
The parties throughout the term of this Agreement will be independent entities and nothing contained herein will be considered to constitute a joint venture, partnership or otherwise imply joint liability nor to constitute any party the general agent of the other, nor in any manner to limit the parties in the conduct of their respective businesses or activities with respect to other contracts for their performance of other services. The parties acknowledge that the relationship between them is that of Contractor and subcontractor, and vendor and vendee, and that each of the parties will at all times remain independent. Neither party will have authority to enter into any contracts or commitments in the name or on behalf of the other party. Neither party will represent that it has authority to act for the other.
8. Intellectual Property
Intellectual property (e.g., session handouts, instructional aids, presentation slides) developed and used solely by SMC under this Agreement will be available, on request, to the CLIENT for review. The parties agree that any background intellectual property and technologies of either the CLIENT or SMC existing prior to the execution of this Agreement are their separate property, respectively, and are not affected by this Agreement. Neither party will acquire any claims to or rights in any background intellectual property and/or technologies in existence prior to the execution date of this Agreement. Electronic recording, storing or transmission of the presentations, discussions or sessions that included SMC representatives must be agreed prior to the event and subject to negotiation.
9. Governing Law and Venue
This Agreement will be considered executed and concluded in Germany and this Agreement and the rights and obligations of the parties hereunder will be interpreted in accordance with German law, with venue lying in the appropriate court for Germany.
10. Covenants and Compliance with Laws
SMC will perform all services in a skilful and competent manner and make reasonable efforts to be in compliance with all applicable laws, regulations, rules, ordinances and orders.
Without limiting the foregoing, the CLIENT will indemnify and hold SMC harmless from any action by governmental agencies arising out of SMC’s failure to perform any such responsibilities.
If any provision of this Agreement violates any statute or rule of law, the CLIENT and SMC must modify it to conform to that statute or rule of law. This Agreement will be a non-exclusive arrangement and will not be construed to waive or limit in any way the authority of SMC to otherwise carry out their lawful business.
11. Force Majeure
Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Agreement if it is due to any event beyond the reasonable control and contemplation of a party to this Agreement including, without limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, explosion, an act of terrorism and national emergencies.
12. Cancellation and changes
In the event the CLIENT cancels or requests a change of scheduling of a mutually confirmed services engagement, the following shall apply:
The CLIENT will be liable to pay for any unrecoverable costs or expenses related to the cancelation or change, such as air tickets, hotels or other material costs.
The CLIENT will be liable to pay for preparation work required for the onsite engagement, such as time consumed on content creation, calls or meeting related to the CLIENT or the engagement.
At the discretion of SMC, the CLIENT will also be liable to pay 100% of the agreed engagement fee for onsite services. At the request of the CLIENT, SMC can provide a schedule of cancellation fees related to the notice period given for the cancellation or change of scheduling.
13. Limitation of Liability.
Notwithstanding anything in these terms and conditions to the contrary, the entire liability of either party to the other arising out of these terms and conditions for the services performed hereunder shall be limited to the amount actually paid by the CLIENT to SMC under the applicable services schedule.
In no event shall either party be liable for any indirect, special, exemplary, incidental or consequential damages (including loss of profits or data) whether based on contract, tort (including negligence), strict liability or any other legal theory, even if such party was advised of the possibility of such damages in advance.