This Agreement, as negotiated herein, is entered into by and between DMT Facilities, “the Contractor” and “the Subcontractor”.
1. Acceptance Of Agreement
The Subcontractor agrees to the terms and conditions outlined in this Agreement. This Agreement constitutes the entire and only agreement between the Contractor and the Subcontractor, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Contractor and Subcontractor relationship, the content, products or services provided by us and the subject matter of this Agreement.
- Virtual signature may be used and recognised.
- By undertaking any work on behalf of DMT Facilities, the Subcontractor acknowledges and accepts these terms, regardless of whether a formal signature has been provided.
2. Services
The Subcontractor agrees to perform tasks and related services to and for the Contractor (the “Services”) as may be requested from time to time by the Contractor, including, but not limited to:
Ongoing business support services as required and agreed by David Marguet-Turner
2.1. Work product conformity
The Subcontractor further warrants that the Service will fully conform to the specifications, requirements and other terms set forth above. If the Contractor determines in its sole discretion that the Service does not conform to the Specifications, the Contractor shall inform the Subcontractor within 30 working days of the Service delivery of such nonconformity and the Subcontractor will repair or replace the Service without extra charge. If the Contractor does not voice any concerns within 30 working days, the Subcontractor is not obligated to do any remedial work free of charge. If the Contractor’s request goes beyond the Specifications, the request will not be considered a remedial request and the Subcontractor will inform and bill the Contractor with regards to the requested changes.
3. Compensation
As consideration for the satisfactory performance of the Subcontractor’s work, the Contractor shall pay to the Subcontractor the amounts specified below:
Rates to be agreed with David Marguet-Turner.
3.1. Invoicing. The Subcontractor will bill the Contractor after the execution of the Services specified in article 2 (unless agreed in writing prior to commencement of work with DMT facilities).
Terms of Agreement
The Subcontractor shall provide, with reasonable care and skill, and otherwise in the manner customarily performed by service providers in the Facilities Maintenance industry. The Subcontractor will provide services to DMT Facilities Clients on an ongoing basis.
3.2. Early Termination. Either Party may terminate this Agreement:
3.2.1. Immediately in the event that either Party breaches this Agreement; or
3.2.2. At any time upon 7 days written notice (for prior arranged works) to the following email address: [email protected]
3.3. Payment Upon Early Termination. In the event of such termination, the Subcontractor shall be paid for any portion of the Services that have been performed prior to the termination in accordance with the Services.
4. Non-Competition
In consideration of being engaged as a Subcontractor by the Contractor, the Subcontractor agrees that the Subcontractor shall not, during the term of the Subcontractor’s engagement with the Contractor and for a period of 12 months, beginning on such date of termination of this agreement without the prior written consent of the Contractor, carry on, or be engaged in, or be concerned with, or interested in, or employed by, any person engaged in or concerned with or interested in a business within the United Kingdom, which is the same as, or substantially similar to, or in competition with, the Contractor’s business at the time of the termination of the Subcontractor’s engagement.
5. Subcontracting
The Subcontractor shall not, without the Contractor’s prior written consent, assign or transfer in any other manner with all or any of the Subcontractor’s rights or obligations under this Agreement.
6. Non-solicitation of customers and clients
In consideration of being engaged as a Subcontractor by the Contractor, the Subcontractor agrees that the Subcontractor shall not, during the term of the Subcontractor’s engagement with the Contractor and for a period of 12 months thereafter directly or indirectly contact or solicit, or attempt to contact or solicit, any Customer of the Contractor for the purposes of:
6.1. gaining the business of such Customer, or providing such Customer any products or services which are the same as or substantially similar to, or in competition with, the products or services sold by the Contractor at the time of the termination of this Agreement; or
6.2. advising any person not to do business with the Contractor, or interfering in any way with the business relationship between the Contractor and any Customer, contractor, supplier or any other person with whom the Contractor has a business relationship during the term of this Agreement.
7. Non-solicitation of employees
In consideration of being engaged as a Subcontractor by the Contractor, the Subcontractor agrees that, during the term of the Subcontractor’s engagement with the Contractor and for a period of 12 months from such date of termination, the Subcontractor shall not, directly or indirectly, approach, solicit, entice, or attempt to approach, solicit, or entice employees and subcontractors of the Contractor to leave the employment of or end the relationship with the Contractor.
8. Confidentiality
From the date hereafter, the Subcontractor shall not, directly or indirectly, disclose or use Confidential Information for any purpose other than set out in this Agreement, except where:
8.1. The Subcontractor has received the prior written approval of the Contractor to use or disclose the particular information in a manner not already expressly authorised by the terms of this Agreement;
8.2.The Subcontractor is compelled to disclose the information by law or regulatory order, provided that the Subcontractor shall first notify the Contractor before such disclosure in order to give the Contractor a reasonable opportunity to seek an appropriate protective order and/or waive compliance with the terms of this Agreement and if the Subcontractor is still required to make a disclosure, the Subcontractor shall disclose only as much of the information as is required by law or regulatory order;
8.3. The Subcontractor shall notify the Contractor in writing immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement and shall reasonably cooperate with the Contractor to regain possession of such Confidential Information and prevent its further unauthorised use or disclosure.
9. Ownership
All deliverables, ideas, inventions, improvements, methods, processes, works of authorship and other forms of intellectual property that the Subcontractor conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Product”), will be the sole and exclusive property of the Contractor. The Subcontractor hereby irrevocably assigns to the Contractor all right, title and interest worldwide in and to the Work Product and all intellectual property rights therein.
10. Data Privacy Compliance
Both Parties hereby ensure that they are in full compliance with their respective obligations under the Data Protection Act 2018, and the UK General Data Protection Regulation (UK GDPR) and the General Data Protection Regulation, (GDPR) (EU) 2016/679. Each Party will, if applicable, notify the other Party in a timely manner in the event of a data breach that involves the other Party’s data.
The Subcontractor will process the following personal data on behalf of the Contractor during the times and for the purposes specified below:
Contact details, personal details, email address, login details, emergency contact details, etc
11. Independent Contractor Relationship
The Subcontractor’s relationship to the Contractor shall be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Contractor and Subcontractor. The Subcontractor shall not represent to any third party that any such relationship exists. The contractor relationship shall be non-exclusive. The Subcontractor shall be free to work with other companies so long as such work does not present a conflict of interest with regards to this Agreement or result in the disclosure of Confidential Information (defined above).
12. Indemnification
The work performed by the Subcontractor shall be at the risk of the Subcontractor exclusively. Subcontractor hereby indemnifies and holds Contractor, its parent and affiliates and their respective officers, directors, employees and agents, harmless from and against any and all claims, actions, losses, judgments, or expenses, including reasonable attorney’s fees, arising from or in any way connected with the work performed, materials furnished, or services provided to Contractor during the term of this Agreement.
12.1. Insurance. The Subcontractor Assistant affirms that the appropriate insurance coverage with regards to the Services agreed upon has been obtained.
13. Termination
This Agreement shall be in full force and effect from the date of signing unless cancelled in writing by either party with 7 days’ written notice. The cancellation of this Agreement shall not negate any term or condition, such as the indemnity or insurance requirements.
13.1. The Subcontractor shall upon termination of this Agreement return all company assets to the Contractor and ensure the Contractor has full access to all properties protected by passwords.
14. Dispute resolution
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United Kingdom, without giving effect to the principles of conflict of laws. The Parties may agree to alternative methods of dispute resolution, including negotiation, mediation and arbitration. Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit to the exclusive jurisdiction of the Courts of the United Kingdom in respect of any dispute which arises out of or under this Agreement.
15. Choice of Law
This Agreement is governed by the laws of the United Kingdom. Any amendment(s) must be given in writing.
16. Entire Agreement
The provisions herein contained constitute the entire agreement between the parties hereto and supersede all previous communication, representations, expectations, understandings and agreements whether verbal or written between the parties or their respective representatives with respect to the subject matter of this Agreement and shall not be modified or amended except by written agreement signed by the parties to be bound thereby.
17. No Waiver
No provision of this Agreement shall be amended, altered or waived except by a further written agreement, signed by each of the parties hereto. No waiver of any provision hereof shall operate as a waiver of any other provision or as a waiver of the same provision on any other occasion.
18. Severability
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
19. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
The Subcontractor agrees to the terms and conditions outlined in this Agreement. By undertaking any work on behalf of DMT Facilities, the Subcontractor acknowledges and accepts these terms, regardless of whether a formal signature has been provided. This Agreement constitutes the entire and only agreement between the Contractor and the Subcontractor and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings regarding the Contractor and Subcontractor relationship, the services provided, and the subject matter of this Agreement. Virtual signatures may be used and are recognised. The full terms and conditions are available on our website, and all subcontractors engaged by DMT Facilities are bound by these terms.
In Witness hereof, the Parties have executed this Associate’s Agreement as of the date set forth above.
CONTRACTOR
Signed:
Name: Mr David Marguet-Turner
Address: Stella Maris Suite, Pierremont Hall, Pierremont Avenue, Broadstairs, Kent, United Kingdom, CT10 1JX
