CONSULTANCY AGREEMENT
 

This Consultancy Agreement known as the “Agreement” is made and entered into on the “Effective Date” highlighted in the an initial scope (referred to as "The Scope"). The services highlighted in the scope are referred to as "The Services". The agreement is between the client highlighted in the scope known as "the Company” and Think Circle Ltd , company number 11597254 who are referred to as the “Consultant” (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

          NOW, THEREFORE, the Parties hereby agree as follows:

1.       Engagement and Services

(a)      Engagement. The Company hereby engages the Consultant to provide and perform the services set forth in the scope and the Consultant hereby accepts the engagement.

(b)      Standard of Services. All Services to be provided by Consultant shall be performed with promptness and diligence in a workmanlike manner. The Company shall provide such access to its information, property and personnel as may be reasonably required in order to permit the Consultant to perform the Services.

(c)      Representation and Warranty. Consultant represents and warrants to the Company that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the services.

2.       Consultancy Period 

(a)      Commencement. This Agreement shall commence on the Effective Date and shall remain in until the "Review Date" highlighted in the scope or the earlier termination of this Agreement as provided in Article 2 (b) (the “Consultancy Period”).

(b)      Termination. This Agreement may be terminated by either Party by giving twenty eight (28) calendar days written notice of such termination to the other Party. This agreement can be terminated with immediate effect in the event of a material breach by the other Party. “Material breach” shall include: (i) any violation of the terms set out in this agreement, (ii) any other breach that a Party has failed to cure within seven (7) calendar days after receipt of written notice by the other Party, (iii) the death or physical or mental incapacity of Consultant or any key person performing the Services on its behalf as a result of which the Consultant or such key person becomes unable to continue the proper performance of the Services, (iv) an act of gross negligence or wilful misconduct of a Party, and (v) the insolvency, liquidation or bankruptcy of a Party.

(c)      Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination.

3.       Consultancy Fee, Other Fees and Expenses

(a)      Consultancy Fee. In consideration of the Services to be rendered hereunder, the Company shall pay the Consultant a  Consultancy fee at the rates an set forth in the scope (the “Consultancy Fee").

(b)     Other Fees. In consideration of the Services to be rendered hereunder, the Company may be required to pay an additional fee where the Consultant has raised additional hours in the previous month, the Company must have approved such hours. 

(c)      Expenses. Consultant shall only be entitled to reimbursement for expenses that are pre-approved by the Company in writing. The Consultant may from time to time request expense approval for additional expenses, in the following situation (i) when additional costs are incurred beyond the performance of the Services this may include travel for additional visits etc. (ii) where additional costs are required for Company owned subscriptions or products. Upon approval of written statements receipts will be issued in accordance with the then regular procedures of the Company.

(c)      Payment. The Consultant shall submit to the Company invoices in line with the set amount(s) highlighted in the services. All such invoices shall be due and payable within five (5) working days after receipt thereof by the Company. 

4.       Confidential Information 

(a)      Defined. In this Agreement the term “Confidential Information” shall mean all information relating to the Company’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in writing, orally or visually, to Consultant. 

(b)  Obligationsof Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and in writing by the Company, Consultant will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party.

5.       Force Majeure Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. 

The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.

6.       General

This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.