Terms & Conditions
Terms & Conditions
Services Standard Terms and Conditions (North America)
- INTERPRETATION
1.1 In these terms and conditions, the following words and phrases shall have the following meanings:
Engagement
refers to any agreement that a client makes either directly with Simmonds Lamont LLC (SLA) or through its services involving a practitioner from SLA providing services to the client and/or granting certain rights to the client;
Agreement
refers to any engagement that a client makes either directly with Simmonds Lamont LLC (SLA) or through its services involving a practitioner from SLA providing services to the client and/or granting certain rights to the client;
Client
refers to any individual, institution, or organization that initiates an engagement with SLA for the provision of specific services or requests SLA grants rights within the context of an Engagement; Communications Regulations 2003, the E-Privacy Directive (2002/58/EC), and any subsequent legislation that replaces, repeals, or supersedes the foregoing, such as the General Data Protection Regulation (GDPR) (2016/679)
Privacy Policy
means all applicable laws and regulations relating to the processing of personal data and privacy, such as U.S. privacy laws and U.S. State laws, including but not limited to any other such laws outside of those mentioned as published on https://simmondslamont.com, as may be amended and updated from time to time;
Fee
refers to the total amount payable by the Client in relation to any Engagement in US$, as specified by SLA for said Engagement. Note that this fee may include various elements, fixed costs, usage-based fees, or other fees that SLA may incur on behalf of the client for the fulfillment of Services;
Location
means the agreed upon site, place, premises, or facility where services are required to be performed;
SLA
means Simmonds Lamont, LLC, a company and practice registered with office at 111 Congress Avenue, Austin, TX 78701, United States;
Third Party Fee
means the Fees as set out that are not an integral part of the services performed by SLA payable;
Materials
means any data, photographs, images, pictures, video, or other audio, visual, or audio-visual content or other materials of any nature whatsoever (and on whatever medium recorded, created, or stored) taken, captured, or created during the course of any Engagement.
Practitioner
means any individual or other person represented or managed by SLA and whose services are (or are to be) made available to a Client as part of any Engagement;
Services
means in respect of any work that is provided by SLA and being made available to the Client as part of or in relation to such Engagement;
Terms
means the conditions agreed upon between the Client and SLA that determine and outline the agreement of services and govern the delivery of services.
Registered Agent
means the registered agent designated by SLA, Steven Earl, or 1400 Woodloch Forest., Ste. 590, The Woodlands, TX 77840
Third party services
means any additional services not provided directly by SLA but by another individual managed by the Practice and whose services are (or are to be) made available to a Client as part of any Engagement;
2. APPLICATION OF THESE TERMS AND CONDITIONS
2.1 These Terms shall apply to all Engagements made by the Client and SLA regarding all Services being provided as part of or in relation to any such Engagement.
2.2 These Terms, together with the agreement of services, having been approved by SLA and the Client, shall comprise the Engagement between the Client and SLA, including any and all other agreements, terms and conditions, offers, acceptances, quotations, purchase orders or specifications of any kind (including any standard terms of business of the Client) and any course of dealings established between SLA and the Client.
2.3 No amendments and/or variations to an Engagement made by the Client shall be valid or binding unless SLA has given its express consent to such amendments or variations and signed the amended or varied Confirmation Document.
3. BASIS ON WHICH SERVICES PROVIDED
3.1 The Client acknowledges that there are no representations, statements, or promises made or given by or on behalf of any Services or SLA outside of the Agreement relating to an Engagement that has induced the Client to enter into that Agreement.
4. FEES AND EXPENSES
4.1 The Fees payable in respect of each Engagement shall be payable by the Client to SLA. Any variation or change to the Fee relating to changes in an Engagement must be agreed upon in writing between the Client and SLA.
4.2 If the Engagement confirms that any part of the Fee for that Engagement is to be charged by the day or by the hour, then for these purposes:
4.2.1 A ‘day’ shall be treated as any consecutive 8-hour period (including one hour for lunch) between 9 am and 5 pm or 10 am and 6 pm or as otherwise agreeable between SLA and the client;
4.2.2 Overtime may be charged for any time spent by SLA undertaking activities in relation to an Engagement on Saturday, Sundays, or Public Holidays;
4.2.3 Client must pay for any time spent by any Practitioner traveling to or from the Location (other than the home location of SLA) for the purposes of providing any Services and or the purpose of an Engagement;
4.3 All third-party costs and expenses incurred by SLA on the Client’s behalf or in relation to any activities undertaken as part of any Engagement (including, without limitation, any travel costs or expenses) will be charged to and must be paid by the Client in addition to any Fee.
5.invoicing and payments
5.1 The Client must pay all invoices issued by SLA with respect to the Fees and/or any expenses or other sums payable in relation to an Engagement within 30 days of the date on which any such invoice is issued.
5.2 Unless otherwise stated, the Fee payable in relation to that Engagement shall be paid to and collected by SLA on behalf of those Services.
5.3 It is acknowledged that in certain circumstances, the Client may be acting on behalf of another person (for example, another business or brand) who is the ultimate recipient of the Services being provided by SLA as part of the Engagement (any such person being a Principal Client). In such circumstances, if requested by the Client, SLA will invoice any such Principal Client for any sums payable relating to the Engagement. Note. In such circumstances, the Client shall remain liable to SLA for the payment of any and all invoices issued to a Principal Client and shall pay any sums due under any such invoice in the event that the Principal Client fails to pay any such invoice within 30 days of the date of issue of such invoice.
5.4 If the Client fails to pay when due any amount payable under the Agreement relating to a Engagement then, the Client must pay SLA interest on the overdue amount from the due date until the date of payment at a rate of 2% per month. This interest shall accrue from day to day on the basis of a 365-day year and shall be compounded on the final day of each calendar month.
5.5 If the Client has made an Engagement for or on behalf of or for the benefit of any Principal Client, then the Client shall procure that such Principal Client:
5.5.1 Enter into an agreement with SLA confirming that it shall comply with the provisions relating to the Engagement as it were a party to that Agreement and named therein as the Client;
5.5.2 Shall comply with the provisions of the Agreement relating to the Engagement in relation to the use of any Materials produced during the course of any Engagement as if the Principal Client was a party to that Agreement and named therein as the Client
5.6 Any and all monies received by the Client from any Principal Client on account of or which relate to or which are in respect of any sums payable to SLA under the Agreement relating to an Engagement or which otherwise relate to any of the rights or benefits conferred on the Client under the Agreement relating to an Engagement must be either directly paid by the Client to SLA.
5.7 All sums payable under the Agreement relating to an Engagement are stated exclusive of taxes or duties, and where any such taxes are payable, the Client shall pay such or other taxes in addition to any other amounts due.
6. Restrictions on use
6.1 The payment of the Fee set out in relation to any Engagement shall permit the Client to use any Materials only during such period, in such territories and for such purposes and to such extent as are set out in the Agreement.
6.2 The Client shall procure that any Principal Client and all Service Providers are made aware of and comply with the restrictions on use and exploitation set out in the Agreement for any Engagement and that such persons shall if so requested by SLA, provide in a written agreement that they shall comply with such restrictions.
6.3 Where all or any part of the Fee comprises a fee for the use of any Materials, such Fee shall be payable whether or not any use is, in fact, made by a Client of such Materials or other items.
6.4 The use of any Materials is strictly subject to the following:
6.4.1 The relevant Services in relation to any relevant Engagement and
6.4.2 Being saved as permitted as agreed in writing in relation to the Agreement between SLA and the Client:
6.5 The use of any Materials is not to be subjected to the following:
6.5.1 The Client reproducing, using, or exploiting any Materials originating from SLA without written consent
6.5.2 Use or exploit online or through any digital media or social media or networking sites or accounts (including, without limitation, Facebook, Instagram, YouTube, Twitter, and TikTok) or
6.5.3 Use or exploit outside of the USA.
6.6 SLA permits the Client usage of the Materials created during and after the Engagement
7. SERVICES PROVIDED ON A NON-EXCLUSIVE BASIS
7.1 Unless otherwise agreed, the services of SLA are supplied for each Engagement on a non-exclusive basis, and SLA shall not be restricted from providing any services to any third party, including any third party that may compete with the Client or any of the Client’s goods or services. It is the Client’s responsibility to check whether any Services are being undertaken or are booked to undertake any conflicting work.
8. PROVISIONAL ENGAGEMENTS
8.1 If the Client has not confirmed the commencement of any services related to an Engagement by the time falling 72 hours before the day of any activities that are required to be undertaken as part of that Engagement, then the Engagement shall (unless otherwise agreed in writing by SLA) be automatically canceled.
.
9. CANCELLATIONS
9.1 All Fees and other sums payable under the Agreement in relation to an Engagement (together, the Engagement Fees) will be charged to and payable by the Client if the Client cancels that Engagement. For the avoidance of doubt, if any fees SLA has incurred any third-party costs or expenses in relation to any Engagement which is canceled by a Client, then that Client shall reimburse SLA (as appropriate) on demand for such costs and expenses.
10. PROTECTION OF PACTITIONERS PROVIDING SERVICES
10.1 The Client agrees that it shall procure a suitably qualified and experienced person, shall make a health and safety assessment of each Location, and shall notify SLA, prior to any Practitioners undertaking any Services, of any potential risks and how these have been mitigated. The Client acknowledges that the Practitioner’s health and safety are of paramount importance at all times and shall ensure that the highest standards of health and safety are complied with whilst any individual undertakes any activities as part of any Engagement. The Client further agrees that it shall not ask or encourage any Practitioner to do or omit to do any act or thing during the course of undertaking any activities as part of any Engagement that may cause any illness or injury to that Practitioner.
10.2 The Client shall take all steps necessary to ensure that the health, safety, and well-being of all Practitioners at all times are protected and maintained and that the Practitioners are treated with respect and professionalism throughout the time when any Practitioner is undertaking any activities or services as part of any Engagement. Without limiting the generality of the foregoing, the Client shall procure that:
10.3.1 Any location at which any Practitioners are to be provided and the general working conditions under which any Practitioners are to be provided are safe and comply with all applicable health and safety standards, regulations, codes, and laws;
10.3.2 Any persons employed or engaged by the Client in relation to any activities undertaken by Practitioners are suitably qualified, experienced, and professional;
10.3.3 No person requires or encourages any Practitioner to undertake during the course of the provision of any Service any action or activity that is either dangerous, degrading, unprofessional, and/or demeaning to that Service.
11. WARRANTIES
11.1 The Client warrants and presents to SLA regarding an Engagement that:
11.1.1 Each Engagement shall be executed (or has been executed and/or has been approved by) by a duly authorized representative of the Client;
11.1.2 It has full power, capacity, and authority to enter into the Agreement relating to each Engagement and to perform all of its obligations under any such Agreement;
11.1.3 It has all necessary permits, consents, and licenses to enter into and perform its obligations under the Agreement relating to each Engagement, and such obligations shall be performed in strict compliance with all applicable laws, enactments, orders, regulations, and other similar instruments (including but not limited to any employment law or health and safety requirements in effect from time to time); and
11.1.4 It will provide the SLA in a timely fashion with written details of all information relating to any Engagement and related Services that may be relevant or desirable for the SLA to know, including, without limitation, any proposed Locations, travel directions, term length, and any other information that may be necessary to enable the relevant Services to be performed.
12. INDEMNITY
12.1 The Client shall fully and effectively indemnify and keep indemnified SLA on demand from and against all costs, expenses, fees, claims, proceedings, damages, losses, or other liabilities (together, Liabilities) suffered, sustained, or incurred by SLA (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in relation to:
12.1.1 Any breach by the Client of any provision of the Agreement relating to any Engagement;
12.1.2 Any use by the Client of any Materials is not permitted by the Agreement relating to an Engagement
12.1.3 any breach by the Client of any applicable laws and regulations, including but not limited to any breach of applicable health and safety or employment laws and regulations as amended from time to time.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 Any and all intellectual property or other rights relating to any Services are hereby reserved to SLA save to the extent of use permitted by the Client pursuant to the Agreement relating to an Engagement.
14. LIABILITY
14.1 SLA shall not be liable to the Client for any consequential, special, exemplary, or punitive damages (including damage for loss of data, revenue, and/or profits), whether foreseeable or unforeseeable, arising out of this agreement, regardless of whether the liability is based on breach of contract, tort, strict liability, breach of warranties, or otherwise, and even if SLA has been advised of the possibility of those damages.
15. NEGOTIATIONS CONCERNING SERVICES
15.1 The Client acknowledges and agrees that any queries, discussions, or negotiations regarding an Engagement must be directed to and held with SLA and that the Client may not (other than through SLA directly or indirectly contact) discuss or negotiate with (or attempt to the foregoing or arrange for any other person to do any of the foregoing on its behalf) any Practitioner concerning any such matters.
16. COMPLAINTS REGARDING CONDUCT OR BEHAVIOUR
16.1 The Client hereby acknowledges and agrees SLA cannot and shall not be held responsible for any Practitioner conduct or behavior whilst providing any Services or otherwise, and SLA shall not have any liability for any costs, expenses, fees, claims, proceedings, damages, losses or other liabilities suffered, sustained or incurred as a consequence of the behavior or conduct of any Practitioner. Any cause for complaint regarding the behavior or conduct of any Practitioner must be reported by the Client to SLA as soon as it arises. The Client acknowledges that complaints cannot be considered and/or dealt with effectively after the Services have been provided.
17. MISCELLANEOUS
17.1 The parties agree to keep (and to procure that their respective agents, employees, professional advisers, and sub-contractors keep) the terms of the Agreement for each Engagement strictly private and confidential and not to disclose to any person (other than the Practitioner who is the subject of the Engagement) any details relating to the same, subject to disclosure in the following circumstances:
(a) to enable enforcement of a party’s rights under that Agreement;
(b) with the prior written consent of the other party or
(c) as required by any applicable law.
17.2 Neither SLA nor any Practitioner shall have any liability to the Client (and shall not pay any compensation) for any delay in performance or failure to perform any of its obligations under the Agreement relating to an Engagement in circumstances where such delay or failure is caused by any facts, matters or circumstances beyond their control (including, without limitation, any delay or failure caused by any fire, flood or catastrophe, acts of God, insurrection, illness, workforce action, war or riots, civil strife, actual or threatened terrorist activity, industrial dispute, natural or nuclear disaster (each a Force Majeure Event). Any relevant SLA obligations under the Agreement relating to an Engagement shall be suspended for so long as any Force Majeure Event continues.
17.3 If any provision of the Agreement relating to an Engagement is or becomes illegal, invalid, or unenforceable in any respect under the law of any jurisdiction, then the legality, validity, and enforceability in that jurisdiction of the remaining provisions shall be unaffected, and the legality, validity, and enforceability in any other jurisdiction of that or any other provision shall be unaffected.
17.4 Each Party, at its own expense, ensures compliance with and assists the other Party in complying with the requirements of all Data Protection Laws.
17.5 Except as expressly provided in the Agreement relating to an Engagement, all representations, warranties, undertakings, agreements, covenants, indemnities, and obligations made or given or entered into by the Client and any Principal Client pursuant to that Agreement shall be assumed by them jointly and severally.
17.6 Any termination of all or part of the Agreement relating to an Engagement shall not affect the coming into force or the continuance in force of any provision of that Agreement which is expressly or by implication intended to come into force or continue in force on or after such termination.
17.7 Nothing in the Agreement relating to an Engagement shall be construed to constitute either party the partner, joint venture, agent, or employee of the other party or to create any relationship other than that of independent contractors, and, except as expressly provided in the Agreement relating to an Engagement, neither party by virtue of that Agreement has authority to transact any business in the name of the other party or on its behalf or incur any liability for or on behalf of the other party.
17.8 Except where otherwise specified in the Agreement relating to an Engagement, the rights and remedies contained in the Agreement relating to an Engagement are cumulative and are not exclusive of any rights or remedies provided by law. No failure to exercise and no delay in exercising on the part of either party of any right, power, or privilege under the Agreement relating to an Engagement shall operate as a waiver of it. Nor shall any single or partial exercise of any right, power, or privilege preclude the enforcement of any other right, power, or privilege. Nor shall the waiver of any breach of a provision be taken or held to be a waiver of the provision itself. For a waiver to be effective, it must be made in writing.
17.9 No variation or amendment to the terms of the Agreement relating to an Engagement shall be valid and binding unless in writing and signed by an authorized representative of both the Client and SLA who is party to that Agreement.
17.10 The Agreement relating to each Engagement (together with any contractual or non-contractual obligations arising from or connected with that Agreement) shall be governed and construed in accordance with the laws of the State of Texas. The Courts of Texas shall have exclusive jurisdiction in relation to any legal action or proceedings arising out of or in connection with the Agreement relating to an Engagement (or any contractual or non-contractual obligations arising from or connected with that Agreement).
However, this Clause shall not operate to prevent the Practice from bringing a claim against the Client in the courts of the Client’s home jurisdiction or in the courts of any jurisdiction where the Client holds assets or any other jurisdiction that any Services or the Practice considers appropriate.
17.11 Any dispute, claim, or controversy arising out of or relating to this Agreement or between SLA and Client will be referred first to non-binding and confidential mediation administered by JAMS in Austin, Texas before a single mediator is chosen upon the mutual consent of both parties. Mediation fees will be divided equally between the parties, and each party will bear its own legal fees.
17.11.1 If such dispute, claim, or controversy is not resolved through mediation, it shall be determined by arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The place of arbitration shall be Austin, Texas. The number of arbitrators shall be one. The arbitration shall be in English.
17.11.2 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The Courts of Texas shall have exclusive jurisdiction in relation to any legal action or proceedings arising out of or in connection with this Agreement. However, this clause shall not prevent SLA from bringing a claim against the Client in the courts of the Client’s home jurisdiction or in the courts of any jurisdiction where the Client holds assets.
18. FEES AND PRICING MODELS
18.1 The Fee payable in respect of each Engagement shall be determined based on a pricing and payment model, as agreed upon by the Client for the Engagement.
18.2 The Company employs various pricing models for its services, The specific pricing model and associated services for each Engagement shall be set forth and . any variation or change to the Fee or pricing model relating to an Engagement must be agreed in writing between the Client and SLA.
18.3 The specific pricing model applicable to the engagement will be clearly communicated to the Client and detailed in the relevant document provided.
18.4 SLA. Reserves the right to modify its pricing models with appropriate notice, subject to existing contractual obligations.
18.5 SLA reserves the right to utilize various pricing models for its services or any products it may offer, if applicable and, at its discretion, modify or update its pricing models with appropriate notice to affected Clients.
18.6 All Fees are exclusive of any applicable taxes, duties, or other charges, which shall be payable by the Client in addition to the Fee.
18.7 SLA may, at its sole discretion, offer an equity-based compensation model as an alternative to the pricing models outlined in Clause 18. The terms of any such equity-based arrangement shall be negotiated separately and documented in a written agreement between the Client and the SLA.
Standard Terms and Conditions (Global)
- INTERPRETATION
1.1 In these terms and conditions, the following words and phrases shall have the following meanings:
Engagement
refers to any agreement that a client makes either directly with Simmonds Lamont LLC (SLA) or through its services involving a practitioner from SLA providing services to the client and/or granting certain rights to the client;
Agreement
refers to any engagement that a client makes either directly with Simmonds Lamont LLC (SLA) or through its services involving a practitioner from SLA providing services to the client and/or granting certain rights to the client;
Client
refers to any individual, institution, or organization that initiates an engagement with SLA for the provision of specific services or requests SLA grants rights within the context of an Engagement;
Privacy Policy
means all applicable laws and regulations relating to the processing of personal data and privacy for countries with the exception of the United States published on https://simmondslamont.com, as may be amended and updated from time to time;
Fee
refers to the total amount payable by the Client in relation to any Engagement in USA, as specified by SLA for said Engagement. Note that this fee may include various elements, fixed costs, usage-based fees, or other fees that SLA may incur on behalf of the client for the fulfillment of Services;
Location
means the agreed upon site, place, premises, or facility where services are required to be performed;
SLA
means Simmonds Lamont, LLC, a company and practice
registered with office at 111 Congress Avenue, Austin, TX 78701, United States;
Third Party Fee
means the Fees as set out that are not an integral part of the services performed by SLA payable;
Materials
means any data, photographs, images, pictures, video, or other audio, visual, or audio-visual content or other materials of any nature whatsoever (and on whatever medium recorded, created, or stored) taken, captured, or created during the course of any Engagement.
Practitioner
means any individual or other person represented or managed by SLA and whose services are (or are to be) made available to a Client as part of any Engagement;
Services
means in respect of any work that is provided by SLA and being made available to the Client as part of or in relation to such Engagement;
Terms
means the conditions agreed upon between the Client and SLA that determine and outline the agreement of services and govern the delivery of services.
Registered Agent
means the registered agent designated by SLA, Steven Earl, or 1400 Woodloch Forest., Ste. 590, The Woodlands, TX 77840
Third Party Services
means any additional services not provided directly by SLA but by another individual managed by the Practice and whose services are (or are to be) made available to a Client as part of any Engagement;
2. APPLICATION OF THESE TERMS AND CONDITIONS
2.1 These Terms shall apply to all Engagements made by the Client and SLA regarding all Services being provided as part of or in relation to any such Engagement.
2.2 These Terms, together with the agreement of services, having been approved by SLA and the Client, shall comprise the Engagement between the Client and SLA, including any and all other agreements, terms and conditions, offers, acceptances, quotations, purchase orders or specifications of any kind (including any standard terms of business of the Client) and any course of dealings established between SLA and the Client.
2.3 No amendments and/or variations to an Engagement made by the Client shall be valid or binding unless SLA has given its express consent to such amendments or variations and signed the amended or varied Confirmation Document.
3. BASIS ON WHICH SERVICES PROVIDED
3.1 The Client acknowledges that there are no representations, statements, or promises made or given by or on behalf of any Services or SLA outside of the Agreement relating to an Engagement that has induced the Client to enter into that Agreement.
4. FEES AND EXPENSES
4.1 The Fees payable in respect of each Engagement shall be payable by the Client to SLA. Any variation or change to the Fee relating to changes in an Engagement must be agreed upon in writing between the Client and SLA.
4.2 If the Engagement confirms that any part of the Fee for that Engagement is to be charged by the day or by the hour, then for these purposes:
4.2.1 A ‘day’ shall be treated as any consecutive 8-hour period (including one hour for lunch) between 9 am and 5 pm or 10 am and 6 pm or as otherwise agreeable between SLA and the client;
4.2.2 Overtime may be charged for any time spent by SLA undertaking activities in relation to an Engagement on Saturday, Sundays, or Public Holidays;
4.2.3 Client must pay for any time spent by any Practitioner traveling to or from the Location (other than the home location of SLA) for the purposes of providing any Services and or the purpose of an Engagement;
4.3 All third-party costs and expenses incurred by SLA on the Client’s behalf or in relation to any activities undertaken as part of any Engagement (including, without limitation, any travel costs or expenses) will be charged to and must be paid by the Client in addition to any Fee.
5.invoicing and payments
5.1 The Client must pay all invoices issued by SLA with respect to the Fees and/or any expenses or other sums payable in relation to an Engagement within 30 days of the date on which any such invoice is issued.
5.2 Unless otherwise stated, the Fee payable in relation to that Engagement shall be paid to and collected by SLA on behalf of those Services.
5.3 It is acknowledged that in certain circumstances, the Client may be acting on behalf of another person (for example, another business or brand) who is the ultimate recipient of the Services being provided by SLA as part of the Engagement (any such person being a Principal Client). In such circumstances, if requested by the Client, SLA will invoice any such Principal Client for any sums payable relating to the Engagement. Note. In such circumstances, the Client shall remain liable to SLA for the payment of any and all invoices issued to a Principal Client and shall pay any sums due under any such invoice in the event that the Principal Client fails to pay any such invoice within 30 days of the date of issue of such invoice.
5.4 If the Client fails to pay when due any amount payable under the Agreement relating to a Engagement then, the Client must pay SLA interest on the overdue amount from the due date until the date of payment at a rate of 2% per month. This interest shall accrue from day to day on the basis of a 365-day year and shall be compounded on the final day of each calendar month.
5.5 If the Client has made an Engagement for or on behalf of or for the benefit of any Principal Client, then the Client shall procure that such Principal Client:
5.5.1 Enter into an agreement with SLA confirming that it shall comply with the provisions relating to the Engagement as it were a party to that Agreement and named therein as the Client;
5.5.2 Shall comply with the provisions of the Agreement relating to the Engagement in relation to the use of any Materials produced during the course of any Engagement as if the Principal Client was a party to that Agreement and named therein as the Client
5.6 Any and all monies received by the Client from any Principal Client on account of or which relate to or which are in respect of any sums payable to SLA under the Agreement relating to an Engagement or which otherwise relate to any of the rights or benefits conferred on the Client under the Agreement relating to an Engagement must be either directly paid by the Client to SLA.
5.7 All sums payable under the Agreement relating to an Engagement are stated exclusive of taxes or duties, and where any such taxes are payable, the Client shall pay such or other taxes in addition to any other amounts due.
6. Restrictions on use
6.1 The payment of the Fee set out in relation to any Engagement shall permit the Client to use any Materials only during such period, in such territories and for such purposes and to such extent as are set out in the Agreement.
6.2 The Client shall procure that any Principal Client and all Service Providers are made aware of and comply with the restrictions on use and exploitation set out in the Agreement for any Engagement and that such persons shall if so requested by SLA, provide in a written agreement that they shall comply with such restrictions.
6.3 Where all or any part of the Fee comprises a fee for the use of any Materials, such Fee shall be payable whether or not any use is, in fact, made by a Client of such Materials or other items.
6.4 The use of any Materials is strictly subject to the following:
6.4.1 The relevant Services in relation to any relevant Engagement and
6.4.2 Being saved as permitted as agreed in writing in relation to the Agreement between SLA and the Client:
6.5 The use of any Materials is not to be subjected to the following:
6.5.1 The Client reproducing, using, or exploiting any Materials originating from SLA without written consent
6.5.2 Use or exploit online or through any digital media or social media or networking sites or accounts (including, without limitation, Facebook, Instagram, YouTube, Twitter, and TikTok) or
6.5.3 Use or exploit outside of the USA.
6.6 SLA permits the Client usage of the Materials created during and after the Engagement
7. SERVICES PROVIDED ON A NON-EXCLUSIVE BASIS
7.1 Unless otherwise agreed, the services of SLA are supplied for each Engagement on a non-exclusive basis, and SLA shall not be restricted from providing any services to any third party, including any third party that may compete with the Client or any of the Client’s goods or services. It is the Client’s responsibility to check whether any Services are being undertaken or are booked to undertake any conflicting work.
8. PROVISIONAL ENGAGEMENTS
8.1 If the Client has not confirmed the commencement of any services related to an Engagement by the time falling 72 hours before the day of any activities that are required to be undertaken as part of that Engagement, then the Engagement shall (unless otherwise agreed in writing by SLA) be automatically canceled.
9. CANCELLATIONS
9.1 All Fees and other sums payable under the Agreement in relation to an Engagement (together, the Engagement Fees) will be charged to and payable by the Client if the Client cancels that Engagement. For the avoidance of doubt, if any fees SLA has incurred any third-party costs or expenses in relation to any Engagement which is canceled by a Client, then that Client shall reimburse SLA (as appropriate) on demand for such costs and expenses.
- PROTECTION OF PRACTITIONERS PROVIDING SERVICES
10.1 The Client agrees that it shall procure a suitably qualified and experienced person, shall make a health and safety assessment of each Location, and shall notify SLA, prior to any Practitioners undertaking any Services, of any potential risks and how these have been mitigated. The Client acknowledges that the Practitioner’s health and safety are of paramount importance at all times and shall ensure that the highest standards of health and safety are complied with whilst any individual undertakes any activities as part of any Engagement. The Client further agrees that it shall not ask or encourage any Practitioner to do or omit to do any act or thing during the course of undertaking any activities as part of any Engagement that may cause any illness or injury to that Practitioner.
10.2 The Client shall take all steps necessary to ensure that the health, safety, and well-being of all Practitioners at all times are protected and maintained and that the Practitioners are treated with respect and professionalism throughout the time when any Practitioner is undertaking any activities or services as part of any Engagement. Without limiting the generality of the foregoing, the Client shall procure that:
10.2.1 Any location at which any Practitioners are to be provided and the general working conditions under which any Practitioners are to be provided are safe and comply with all applicable health and safety standards, regulations, codes, and laws;
10.2.2 Any persons employed or engaged by the Client in relation to any activities undertaken by Practitioners are suitably qualified, experienced, and professional;
10.2.3 No person requires or encourages any Practitioner to undertake during the course of the provision of any Service any action or activity that is either dangerous, degrading, unprofessional, and/or demeaning to that Service.
11. warranties
11.1 The Client warrants and presents to SLA regarding an Engagement that:
11.1.1 Each Engagement shall be executed (or has been executed and/or has been approved by) by a duly authorized representative of the Client;
11.1.2 It has full power, capacity, and authority to enter into the Agreement relating to each Engagement and to perform all of its obligations under any such Agreement;
11.1.3 It has all necessary permits, consents, and licenses to enter into and perform its obligations under the Agreement relating to each Engagement, and such obligations shall be performed in strict compliance with all applicable laws, enactments, orders, regulations, and other similar instruments (including but not limited to any employment law or health and safety requirements in effect from time to time); and
11.1.4 It will provide the SLA in a timely fashion with written details of all information relating to any Engagement and related Services that may be relevant or desirable for the SLA to know, including, without limitation, any proposed Locations, travel directions, term length, and any other information that may be necessary to enable the relevant Services to be performed.
12. Idemnity
12.1 The Client shall fully and effectively indemnify and keep indemnified SLA on demand from and against all costs, expenses, fees, claims, proceedings, damages, losses, or other liabilities (together, Liabilities) suffered, sustained, or incurred by SLA (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in relation to:
12.1.1 Any breach by the Client of any provision of the Agreement relating to any Engagement;
12.1.2 Any use by the Client of any Materials is not permitted by the Agreement relating to an Engagement
12.1.3 any breach by the Client of any applicable laws and regulations, including but not limited to any breach of applicable health and safety or employment laws and regulations as amended from time to time.
13. Intellectual Property rights
13.1 Any and all intellectual property or other rights relating to any Services are hereby reserved to SLA save to the extent of use permitted by the Client pursuant to an Agreement relating to an Engagement.
14. Liability
14.1 SLA shall not be liable to the Client for any consequential, special, exemplary, or punitive damages (including damage for loss of data, revenue, and/or profits), whether foreseeable or unforeseeable, arising out of this agreement, regardless of whether the liability is based on breach of contract, tort, strict liability, breach of warranties, or otherwise, and even if SLA has been advised of the possibility of those damages.
15. NEGOTIATIONS CONCERNING SERVICES
15.1 The Client acknowledges and agrees that any queries, discussions, or negotiations regarding an Engagement must be directed to and held with SLA and that the Client may not (other than through SLA directly or indirectly contact) discuss or negotiate with (or attempt to the foregoing or arrange for any other person to do any of the foregoing on its behalf) any Practitioner concerning any such matters.
16. COMPLAINTS REGARDING CONDUCT OR BEHAVIOUR
16.1 The Client hereby acknowledges and agrees SLA cannot and shall not be held responsible for any Practitioner conduct or behavior whilst providing any Services or otherwise, and SLA shall not have any liability for any costs, expenses, fees, claims, proceedings, damages, losses or other liabilities suffered, sustained or incurred as a consequence of the behavior or conduct of any Practitioner. Any cause for complaint regarding the behavior or conduct of any Practitioner must be reported by the Client to SLA as soon as it arises. The Client acknowledges that complaints cannot be considered and/or dealt with effectively after the Services have been provided.
17. MISCELLANEOUS
17.1 The parties agree to keep (and to procure that their respective agents, employees, professional advisers, and sub-contractors keep) the terms of the Agreement for each Engagement strictly private and confidential and not to disclose to any person (other than the Practitioner who is the subject of the Engagement) any details relating to the same, subject to disclosure in the following circumstances:
(a) to enable enforcement of a party’s rights under that Agreement;
(b) with the prior written consent of the other party or
(c) as required by any applicable law.
17.2 Neither SLA nor any Practitioner shall have any liability to the Client (and shall not pay any compensation) for any delay in performance or failure to perform any of its obligations under the Agreement relating to an Engagement in circumstances where such delay or failure is caused by any facts, matters or circumstances beyond their control (including, without limitation, any delay or failure caused by any fire, flood or catastrophe, acts of God, insurrection, illness, workforce action, war or riots, civil strife, actual or threatened terrorist activity, industrial dispute, natural or nuclear disaster (each a Force Majeure Event). Any relevant SLA obligations under the Agreement relating to an Engagement shall be suspended for so long as any Force Majeure Event continues.
17.3 If any provision of the Agreement relating to an Engagement is or becomes illegal, invalid, or unenforceable in any respect under the law of any jurisdiction, then the legality, validity, and enforceability in that jurisdiction of the remaining provisions shall be unaffected, and the legality, validity, and enforceability in any other jurisdiction of that or any other provision shall be unaffected.
17.4 Each Party, at its own expense, ensures compliance with and assists the other Party in complying with the requirements of all Data Protection Laws.
17.5 Except as expressly provided in the Agreement relating to an Engagement, all representations, warranties, undertakings, agreements, covenants, indemnities, and obligations made or given or entered into by the Client and any Principal Client pursuant to that Agreement shall be assumed by them jointly and severally.
17.6 Any termination of all or part of the Agreement relating to an Engagement shall not affect the coming into force or the continuance in force of any provision of that Agreement which is expressly or by implication intended to come into force or continue in force on or after such termination.
17.7 Nothing in the Agreement relating to an Engagement shall be construed to constitute either party the partner, joint venture, agent, or employee of the other party or to create any relationship other than that of independent contractors, and, except as expressly provided in the Agreement relating to an Engagement, neither party by virtue of that Agreement has authority to transact any business in the name of the other party or on its behalf or incur any liability for or on behalf of the other party.
17.8 Except where otherwise specified in the Agreement relating to an Engagement, the rights and remedies contained in the Agreement relating to an Engagement are cumulative and are not exclusive of any rights or remedies provided by law. No failure to exercise and no delay in exercising on the part of either party of any right, power, or privilege under the Agreement relating to an Engagement shall operate as a waiver of it. Nor shall any single or partial exercise of any right, power, or privilege preclude the enforcement of any other right, power, or privilege. Nor shall the waiver of any breach of a provision be taken or held to be a waiver of the provision itself. For a waiver to be effective, it must be made in writing.
17.9 No variation or amendment to the terms of the Agreement relating to an Engagement shall be valid and binding unless in writing and signed by an authorized representative of both the Client and SLA who is party to that Agreement.
17.10 The Agreement relating to each Engagement (together with any contractual or non-contractual obligations arising from or connected with that Agreement) shall be governed and construed in accordance with the laws of the State of Texas. The Courts of Texas shall have exclusive jurisdiction in relation to any legal action or proceedings arising out of or in connection with the Agreement relating to an Engagement (or any contractual or non-contractual obligations arising from or connected with that Agreement).
However, this Clause shall not operate to prevent the Practice from bringing a claim against the Client in the courts of the Client’s home jurisdiction or in the courts of any jurisdiction where the Client holds assets or any other jurisdiction that any Services or the Practice considers appropriate.
17.11 Any dispute, claim, or controversy arising out of or relating to this Agreement or between SLA and Client will be referred first to non-binding and confidential mediation administered by JAMS in Austin, Texas before a single mediator is chosen upon the mutual consent of both parties. Mediation fees will be divided equally between the parties, and each party will bear its own legal fees.
17.11.1 If such dispute, claim, or controversy is not resolved through mediation, it shall be determined by arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The place of arbitration shall be Austin, Texas. The number of arbitrators shall be one. The arbitration shall be in English.
17.11.2 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The Courts of Texas shall have exclusive jurisdiction in relation to any legal action or proceedings arising out of or in connection with this Agreement. However, this clause shall not prevent SLA from bringing a claim against the Client in the courts of the Client’s home jurisdiction or in the courts of any jurisdiction where the Client holds assets.
18. FEES AND PRICING MODELS
18.1 The Fee payable in respect of each Engagement shall be determined based on a pricing and payment model, as agreed upon by the Client for the Engagement.
18.2 The Company employs various pricing models for its services, The specific pricing model and associated services for each Engagement shall be set forth and . any variation or change to the Fee or pricing model relating to an Engagement must be agreed in writing between the Client and SLA.
18.3 The specific pricing model applicable to the engagement will be clearly communicated to the Client and detailed in the relevant document provided.
18.4 SLA. Reserves the right to modify its pricing models with appropriate notice, subject to existing contractual obligations.
18.5 SLA reserves the right to utilize various pricing models for its services or any products it may offer, if applicable and, at its discretion, modify or update its pricing models with appropriate notice to affected Clients.
18.6 All Fees are exclusive of any applicable taxes, duties, or other charges, which shall be payable by the Client in addition to the Fee.
18.7 SLA may, at its sole discretion, offer an equity-based compensation model as an alternative to the pricing models outlined in Clause 18. The terms of any such equity-based arrangement shall be negotiated separately and documented in a written agreement between the Client and the SLA.
© 2024 Simmonds Lamont. All Rights Reserved.