BETWEEN:
(1) P.A Management Services LLP a company registered in England and Wales under number OC367784 whose registered office is at Discovery Works, Trafford Park Road, Trafford Park, Manchester M17 1AN (“the Service Provider”) and;
(2) The Client.
WHEREAS:
(1) The Service Provider is engaged in the business of providing Services in relation to personal PA and Management Services and has reasonable skill, knowledge and experience in that field.
(2) In reliance upon that skill, knowledge, and experience the Client wishes to engage the Service Provider to provide certain services and the Service Provider has agreed to accept the engagement on the terms and conditions of this Agreement.
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day”means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London
“Commencement Date”means the date on which this Agreement comes into force pursuant to Clause 5 below;
“Confidential Information”means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Intellectual Property”means patents, trademarks, service marks, rights (whether registered or unregistered) in any designs, applications for any of the foregoing, trade or business names and copyright;
“Premises”means the Client’s Premises at Discovery Works Trafford Park Road, Trafford Park, Manchester M17 1AN or such other Premises as may be notified from time to time to the Client by the Service Provider;
“Services” means the services to be provided by the Service Provider to the Client as set out in Service Level Schedule; and
“Term” means the term of this Agreement as set out in Clause 5.
1.2. Unless the context otherwise requires, each reference in this Agreement to:
1.2.1“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3“this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
1.2.4 Schedule is a schedule to this Agreement; and
1.2.5 Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
1.2.6 "Party" or the "Parties" refer to the parties to this Agreement.
1.2.7 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.2.8 Words imparting the singular number shall include the plural and vice versa.
1.2.9 References to any gender shall include the other gender.
2. Provision of the Services
2.1 The Service Provider shall, throughout the term of this Agreement, provide the Services to the Client and the Client shall maintain all necessary facilities required for the provision of the Services.
2.2 The Service Provider shall carry out the Services strictly in accordance with such written specifications and instructions as the Client may reasonably issue from time to time.
2.3 The Service Provider shall provide the Services in accordance with the Service Package to which Client subscribes or as otherwise agreed by the Parties.
2.4 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations and by-laws relevant to the provision of the Services.
2.5 For the avoidance of doubt it is acknowledged that, subject to its obligations to the Service Provider under the provisions of this Agreement, the Client shall be free at any time (and without obligation to notify, inform or otherwise consult the Service Provider) to arrange for any similar services to be provided by any third party whatsoever.
2.6 The Service Provider shall exercise all due and proper care to ensure that the manner in which it performs or provides the Services does not have any adverse effect on the name, trading image, reputation or business of the Client.
2.7 In the event that the Service Provider commits any breach of any of the terms and conditions of this Agreement by failing to provide any of the Services or commits any breach which otherwise adversely affects the provision of the Services, the following provisions shall apply:
2.7.1 the Client may give notice to the Service Provider requiring the Service Provider to rectify the breach;
2.7.2 if the Service Provider fails to comply with any notice given under sub-Clause 2.7.1 above within 14 days the Client shall be entitled to terminate the Agreement forthwith.
3. Client’s Obligations
3.1 The Client and the Service Provider shall each use reasonable endeavours to keep each other informed of any special requirements (including statutes and codes of good practice) applicable to the provision of the Services. To the extent necessary and appropriate the Service Provider shall promptly take steps to comply with such special requirements.
4. Payments and Records
4.1 The Client shall pay the Service Provider in accordance with the provisions of the Service Level Schedule for the Services provided by the Service Provider in accordance with the terms of this Agreement.
4.2 Where any payment pursuant to this Agreement is required to be made on a day on which is not a Business Day, it may be made on the next following Business Day.
4.3 The Service Provider shall:
4.3.1 keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable by it pursuant to this Agreement to be accurately calculated;
4.3.2 at the reasonable request of the Client, allow the Client or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them; and
5. Term and Termination
5.1 This Agreement shall come into force on the date of subscription and shall continue as a rolling monthly contract from that date, subject to the following provisions.
5.2 The Service Provider may forthwith terminate this Agreement by giving written notice to the Client if:
5.2.1 any sum owing to the Service Provider by the Client under any of the provisions of this Agreement is not paid within 14 days of the due date for payment;
5.2.2 the Client commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
5.2.3 an encumbrancer takes possession, or where the Client is a company, a receiver is appointed, of any of the property or assets of that Client;
5.2.4 the Client makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
5.2.5 the Client, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Client under this Agreement);
5.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Client;
5.2.7 the Client ceases, or threatens to cease, to carry on business; or
5.2.8 control of the Client is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 5, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
5.3 The right to terminate this Agreement given by this Clause 5 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
5.4 The Client shall be entitled to terminate the Agreement upon serving 30 days written notice on the Service Provider of their intention to do so.
6. Effects of Termination
Upon the termination of this Agreement for any reason:
6.1 any sum owing by the Client to the Service Provider under any of the provisions of this Agreement shall become immediately due and payable;
6.2 any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect;
6.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
6.4 subject as provided in this Clause 6, and except in respect of any accrued rights, neither Party shall be under any further obligation to the other; and
6.5 The Service Provider shall (except to the extent referred to in Clause 8) forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the Client any documents in its possession or control which contain or record any Confidential Information.
7. Information and Access
The Service Provider agrees that the Client and/or its agents shall be entitled throughout the continuance of this Agreement (after giving 48 hours’ prior notice) to have access during normal business hours to:
7.1 any of its books of account, financial or other records which relate to the provision of the Services or any other matter relevant to this Agreement; and
7.2 any premises under the control of the Service Provider for the purpose of making enquiries of any kind relating to the provision of the Services or any other matter relevant to this Agreement.
8. Confidentiality
8.1The Service Provider undertakes that, except as provided by sub-Clause 8.2 or as authorised in writing by the Client , it shall, at all times during the continuance of this Agreement and for 3 years after its termination:
8.1.1 keep confidential all Confidential Information;
8.1.2 not disclose any Confidential Information to any other person;
8.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
8.1.4 not part with possession of any Confidential Information; and
8.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 above.
8.2 The Service Provider may:
8.2.1 disclose any Confidential Information to:
8.2.1.1 any sub-contractor or supplier of the Service Provider ;
8.2.1.2 any governmental or other authority or regulatory body; or
8.2.1.3 any employee or officer of the Service Provider or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to the Service Provider first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 8.2.1.2 above or any employee or officer of any such body) obtaining a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 8, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
8.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of the Service Provider, provided that in doing so the Service Provider does not disclose any part of that Confidential Information which is not public knowledge.
8.3 The provisions of this Clause 8 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
9. Force Majeure
The Service Provider shall not be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of the Service Provider . Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Service Provider.
10. Nature of the Agreement
10.1 The Service Provider shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other member of its group, provided that any act or omission of that other member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the Service Provider.
10.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
10.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
10.5 At any time after the date hereof each of the Parties shall, at the request and cost of the other Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Party so requiring may reasonably require for the purpose of giving to the Party so requiring the full benefit of all the provisions of this Agreement.
11. Notices
11.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
11.2 Notices shall be deemed to have been duly given:
11.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
11.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
11.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
11.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
12. Time
Any time, date or period mentioned in this Agreement may be extended by written agreement between the Parties but otherwise and except as expressly provided, as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid, time shall be of the essence.
13. Relationship of the Parties
13.1 Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other Party for any purpose.
13.2 Subject to any express provisions to the contrary in this Agreement, the Service Provider shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the Client or bind the Client in any way.
14. Liability
Any act or omission of any subsidiary, employee, contractor, representative or agent of the Service Provider involved in the performance of this Agreement shall be considered in relation to this Agreement as an act or omission of the Service Provider.
15. Set Off
The Client may not withhold payment of, or make any deduction from, any invoice or other amount due to the Service Provider by reason of any right of set-off or counterclaim which the Client may have or allege to have or for any reason whatsoever.
16. Severance
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
17. Data Protection
The Service Provider shall at all times maintain a Data Protection Policy which shall be made available to the client upon request.
18. Law and Jurisdiction
18.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
18.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
Supply of services,method of supply ; charges and payments
The supply of Services to the Client whereby all the individual post of the Client shall be redirected to PAMS PO Box whereupon it shall be scanned, uploaded and sorted and made available for perusal by the Client via their own virtual mail room.
The post shall be displayed in date order and by the level of urgency assigned to each item of post by PAMS.
The Client shall receive an email each day when mail has been scanned into their personal secure portal this email will be sent to their personal email address (which for the sake of clarity shall be the email address used by the Client when initially registering with PAMS) to notify them of the post received. The service shall commence 10 days from the date of registration for the services.
Please Note: in the following circumstances Royal Mail cannot redirect mail:
Mail for people or organisations that were not occupying or conducting business from an old address.
Parcelforce Worldwide products, and other carriers’ mail that is not delivered by Royal Mail.
Mail where the old address is a boarding house, hotel, college or other multi-occupied premises.
Magazines ,periodicals and newspapers or similar publications.
Mail from a British Forces Post Office® (BFPO) address.
Special Delivery™, Recorded Signed For™ and Royal Mail Tracked® items to a Redirection address outside of the UK.
Items to addresses outside of the UK that clearly contain goods.
Any mail where laws prohibit us to redirect mail, for example we may be instructed by law to notify the authorities of Redirection requests for mail relating to government benefits.
1 monthly payment of £29.99 plus VAT at the rate applicable at the time of payment, will be taken in advance on the date of registration and payment of £29.99( plus vat at the rate applicable at the time of payment), on the corresponding day of each month thereafter. In addition there may be a fee payable on registration to implement Royal Mail redirection. All payments shall be made via Worldpay who levy a credit card fee of 1.95% + 10 pence per transaction.
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