Service Agreement


CONTRACT FOR SERVICE THE PARTIES:

version.5.5 Updated: 06 Jan 18

(“The Company”) AND Jersey Initiatives Limited, Brian De Gregory (“the Contractor Company”)
 

1.    BACKGROUND
The Company requires the services of the Contractor to provide Human Resource consulting support. The parties have agreed that the Contractor will provide the services indicated in Schedule 1 of the Quote Provided.

2.    TERM
This contract shall commence per the date on the quote provided and will be continuous per the terms set out in Schedule 1 of the quote provided. Either party my cancel, extend or terminate this contract with good cause or reason.

3.     KEY PERSON
The Contractor will procure the services, and only the services, of Jersey Initiatives, Brian DeGregory (“the Contractor’s Representative”) set out in schedule 1 of the quote provided (“the Services"), or as otherwise agreed between the parties from time to time in writing during the term of this contract. The Contractor may sub-contract administrative services to a third party from time to time at the Contractor’s expense.

The Contractor will ensure that the Contractor's Representative complies with the Contractor's obligations under this contract as if the Contractor’s Representative were the Contractor. To avoid doubt, the Contractor's Representative is not employed by, or in a contractual relationship with, the Company.

4.     THE CONTRACTOR’S GENERAL OBLIGATIONS

The Contractor will provide the Services, and any related services to the company. The Contractor will, in the performance of the services:

a)    comply with the company’s reasonable and lawful directions
b)   comply with the Company’s policies,
c)    carry out its obligations under this contract in a prompt, efficient and diligent manner consistent with good professional practices and performance standards.
 

5.     THE COMPANY’S GENERAL OBLIGATIONS

The Company will provide suitable facilities if required and reasonable support to the Contractor
a)    to assist the Contractor in providing the services outlined in this contract;
b)   provide the Consultant with a healthy and safe workplace;
c)    advise the Contractor of the Company’s policies and procedures.

6.     HOURS & WORK LOCATION
The Contractor will provide enough hours as related to the project or tasks outlined in the attached schedule of the quote provided. If any major changes occur to the project outline or hours, the Contractor will provide notice to the company about such issues.   

The contractor will work between the contractors office/location and the Company’s office/location in a way that is most efficient for the Contractor to deliver the work required.

7.     CONTRACTOR’s FEE AND EXPENSES

The Company will pay the contractor the fees or fees outlined in the quote of this agreement, plus GST or appropriate sales tax (if applicable). The Contractor will invoice the Company monthly, inclusive of travel time, if required. An invoice will be produced at the start of each month, and be payable by the 20th of that month.

The Company will reimburse the Contractor for all expenses reasonably incurred by the Contractor in performing the services, provided that the Company has approved in writing the scope or details of any such expense before it Is incurred.

The Contractor will not be entitled to any other payments from the Company, the Contractor acknowledges that there is no entitlement to payment from the Company for injury, sickness, superannuation, holidays, redundancy or overtime. 

8.     CHANGES & COMPENSATION ADJUSTMENTS

The Company, without invalidating this Agreement, may order changes in the work within the general scope of the agreement consisting of additions, deletions, or other revisions.

In the event that any such changes materially impact the cost to the Contractor of performing the Services or the time required for such performance, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable Fees and Schedule, as applicable.

9.     EQUIPMENT
The Contractor will provide their own equipment at the Contractor’s cost, which includes their own email, mobile and or supplies.

10. RELATIONSHIP OF PARTIES
The Contractor is engaged by the Company as a contractor and not as an employee, agent, partner or joint venture.  The Contractor will not provide the services except as a Contractor, and will advise other service providers and suppliers of this status when providing the services. 
 

11.  CONFIDENTIALITY
Except in the proper performance of the services, the Contractor will not use or disclose to anyone any confidential information which belongs to or concerns the Company, its employees or suppliers.  For the purposes of this agreement, “confidential information” means any information which is not known to the public generally. These confidentiality provisions will continue to apply after termination of this contract and regardless of any dispute. 

12.  PROPERTY
If the Contractor at any time in the performance of the Services conceives, invents, discovers or becomes possessed of any work, idea, invention, process, art, service, system, method, or any improvement upon or addition to them (the “Intellectual Property"), the Intellectual Property will be the sole property of the Contractor.

Upon request, and in any event at the end of the term, the Contractor will promptly deliver to the Company all property or material belonging to or concerning the Company which is in the Contractor’s possession or control.  This includes any keys or access cards, and any hard-copy, audio or electronic documents that relate to The Company or contain confidential information or intellectual property.  These property provisions will apply after termination of this contract and regardless of any dispute. 

13. CONFLICTS OF INTEREST
During the term of this agreement, the Contractor will not, without the prior written consent of the Company, provide services to any person or entity or be involved or interested in any other employment, activity or business where that conflicts or may conflict with the interests of the Company or interferes with the Contractor’s ability to perform the Contractor’s obligations under this contract.

14.  TERMINATION
Either party may terminate this contract for any reason by giving the other party at least 4 weeks’ notice.  The Company may terminate this contract with immediate effect by written notice if the contractor breaches this agreement, is negligent in the performance of the services, and, if asked to rectify the situation, does not do so within any time-frame reasonably specified by the company.

15.  DISPUTE RESOLUTION
The parties will try to resolve any dispute between themselves, in good faith. If resolution cannot be reached within fourteen days after the dispute has been notified by a party in writing, either party may give the other written notice requiring the parties to try and resolve the dispute through mediation.  The parties will agree on a mediator or, if agreement cannot be reached within seven days after notice has been given, either party may refer the matter to LEADR New Zealand Incorporated (Leading Edge Alternative Dispute Resolvers), who will appoint a mediator.  Unless the parties agree otherwise, the mediation will take place at Company Name within 21 days after a mediator has been appointed and the costs of the mediation, excluding the parties’ own legal and preparation costs, will be shared equally.  The mediator will determine the process for mediation. If neither party refers the matter to mediation, or if the parties go to mediation but do not resolve their dispute, they may agree in writing to resolve their dispute by arbitration.  In that event:

a)    the arbitrator will be appointed by agreement within seven days after the parties have agreed to arbitration, by LEADR New Zealand Incorporated;
b)   the costs of arbitration, excluding the parties’ own legal and preparation costs, will be shared equally, unless the arbitrator determines otherwise;
c)    the Second Schedule to the Arbitration Act 1996 will not apply; and
d)   the arbitrator will determine the procedure for the arbitration.

The parties agree that the existence of any dispute between them and the information relating to any dispute will remain strictly confidential.  To avoid doubt, this clause does not limit the parties’ ability (and in some instances obligation) to report issues of fitness or competence, or their ability to take professional advice. 

16.  MISCELLANEOUS
This contract contains the entire agreement of the parties.  No variation, waiver, representation, assurance or other agreement will be effective or binding on either party, whether in contract, equity or otherwise, unless it is recorded in writing and signed by both parties. This contract is personal to the Contractor and may not be assigned to any other party without the Company’s agreement in writing.

THE EXECUTION AND AGREEMENT BETWEEN BOTH PARTIES WILL BE AGREED WHEN THE QUOTE IS ACCEPTED THROUGH XERO.