SERVICES AGREEMENT between
[Sunshine Calls]
as services provider [and]
Person entering this agreement
1 DEFINITIONS AND INTERPRETATION ... 1
1.1 Definitions ... 1
1.2 Interpretation and Construction ... 1
1.3 Other references ... 2
2 [SUNSHINE CALLS]'S OBLIGATIONS ... 3
3 PAYMENT ... 3
4 INTEREST ... 3
5 SET-OFF ... 3
6 VAT AND STAMP DUTY ... 3
6.1 VAT ... 3
6.2 Stamp duty etc. ... 4
7 COSTS AND EXPENSES ... 4
8 AMENDMENTS, WAIVERS AND REMEDIES ... 4
8.1 Amendments ... 4
8.2 Remedies ... 4
9 SEVERANCE ... 4
10 EXCLUSION OF THIRD PARTY RIGHTS ... 4
11 ASSIGNATION ... 4
11.1 Own benefit ... 4
11.2 Assignation ... 4
12 CONFIDENTIALITY ... 5
12.1 Not to disclose confidential information ... 5
12.2 Permitted disclosure ... 5
12.3 Use of information ... 5
13 ENTIRE AGREEMENT ... 5
13.1 Entire Agreement ... 5
13.2 No reliance ... 5
13.3 Misrepresentation ... 5
13.4 Liability for fraud ... 5
14 NOTICES ... 6
14.1 Writing ... 6
14.2 Deemed receipt ... 6
14.3 Addresses for notices ... 6
15 COMMENCEMENT AND TERM ... 6
15.1 Commencement and term ... 6
15.2 Extension of term ... 6
16 TERMINATION ... 7
16.1 Termination with immediate effect ... 7
16.2 Consequences of termination ... 7
17 GOVERNING LAW AND JURISDICTION ... 7
17.1 Governing law ... 7
17.2 Jurisdiction ... 7
THIS AGREEMENT is made between:
(1) [ Sunshine Calls ] is registered office at [9 Elphinstone Road, Tranent, East Lothian, EH33 2LG
(2) THE PERSONS whose names and addresses who agree to this document [INTRODUCTION
(A) the person filling this form on behalf of self or company wishes for [Sunshine Calls Limited] to provide certain company administration Services during the Service Period.
(B) The Parties have entered into this Agreement to describe the Services and set out the terms on which the Company will provide the Services to the Client during the Service Period.
THE PARTIES AGREE:
1 DEFINITIONS AND INTERPRETATION 1.1 Definitions
1.1.1 In this Agreement unless the context requires otherwise:
1.1.1.1 "Services" means the services described in Part 1 of the Schedule;
1.1.1.2 "Services Period" means the duration set out in Part 2 of the Schedule as extended by Clause 15.2;
1.1.1.3 "Business Day" means [[any day which is not [a Saturday], [a Sunday] or a public holiday in [specify place or places]] OR [a day, other than a Saturday or a Sunday, on which clearing banks are open for commercial business in [both] [Glasgow] [and] [Edinburgh] [and]
[Belfast] [and] [London]];
1.1.1.4 "Party" means a party to this Agreement;
1.1.1.5 "Price" means the sum of [£ ] [AMOUNT IN FIGURES – POUNDS STERLING]
1.1.1.6 "Schedule" means the schedule in [ ] parts attached to this Agreement; and,
1.1.1.7 "VAT" means value added tax as provided for in the Value Added Tax Act 1994 at the rate in force at the due date for payment of any sum under this Agreement.
1.2 Interpretation and Construction
1.2.1 In this Agreement, unless otherwise specified or the context otherwise requires:
(a) words in the singular include the plural and vice versa;
(b) words in one gender include all other genders;
(c) words referring to the whole are treated as including reference to any part of the whole;
(d) references to a Clause, Schedule, Part of the Schedule are to the relevant clause, schedule, part of the schedule of this Agreement;
(e) reference to a paragraph is to a paragraph in the Introduction, Schedule or Part of the Schedule;
(f) reference to this Agreement or to any other document is a reference to this Agreement or to that other document as modified, amended, varied,
supplemented, assigned, novated or replaced (in each case, other than in breach of the provisions of this Agreement) at any time;
(g) subject to Clause 1.2.1 (h) reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and includes:
(i) any statute, statutory provision or subordinate legislation which it amends or re-enacts; and
(ii) any subordinate legislation made as at the date of this Agreement under that statute or statutory provision;
(h) no amendment or re-enactment of a statute, statutory provision or subordinate legislation made under any statute or statutory provision made after the date of this Agreement applies for the purposes of this Agreement to the extent that it imposes any new or extended obligation, liability or restriction on, or otherwise adversely affects the rights of, any Party;
(i) reference to any Scottish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing is deemed, in respect of any jurisdiction other than Scotland, to include that which most approximates in that jurisdiction to the Scottish legal term;
and
(j) reference to a Party to this Agreement includes that Party's permitted successors, transferees and assignees
1.2.2 In this Agreement:
(a) the words "other" and "otherwise" are not to be construed eiusdem generis with any preceding words where a wider construction is possible; and
(b) any phrase introduced by the words "including", "include", "in particular" or any similar expression is to be construed as illustrative only and is not to be construed as limiting the generality of any preceding words.
1.2.3 Clause, Schedule and paragraph headings do not affect the interpretation of this Agreement.
1.2.4 Words and phrases defined in any part of this Agreement bear the same meanings throughout this Agreement.
1.2.5 The Introduction and the Schedule form part of this Agreement.
1.2.6 Any action required to be performed by a Party to this Agreement which falls to be performed on a day which is not a Business Day is to be performed on the immediately following Business Day.
1.3 Other references
1.3.1 In this Agreement a reference to:
(a) "writing" or "written" includes faxes and e-mail;
(b) a "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal
representatives, successors or permitted assignees;
(c) a "company" includes any company, corporation or other body corporate, wherever and however incorporated or established;
(d) a "month" means a period starting on one day in a calendar month and ending immediately before the numerically corresponding day in the next calendar month, except that, if there is no numerically corresponding day in the month in which that period ends, that period ends on the last day in that calendar month;
2 [SUNSHINE CALLS LTD]'S OBLIGATIONS
In exchange for the Price, [Sunshine calls Ltd] will provide to [A Company Limited or sole trader] the Services for the Service period
Payment
[A Company Limited] shall pay the Price as a signing on fee (the "Signing-On Fee") at the date of this Agreement.
After deduction of the Signing-On Fee [A Company Limited] shall pay to [Sunshine calls Ltd]
the balance of the Price in equal monthly instalments in advance.
A worked example of this Payment Clause is at Part 3 of the Schedule.
Where additional sums become due in accordance with Schedule Part 1
because services have exceeded any assumed levels those sums shall become due at the beginning of the month following the provision of such services.
3 INTEREST
If [A Company Ltd or sole trader] fails to pay any amount payable by it under this
Agreement, [Sunshine Calls Ltd] may charge [A Company ltd or sole trader] interest on the overdue amount, payable by [A Company Ltd or sole trader] immediately on demand from the due date up to the date of actual payment, after as well as before judgement, at the rate of 4 per cent per annum above the base rate for the time being of the Bank of England monetary policy committee. Such interest is to accrue on a daily basis and is to be compounded quarterly. [Sunshine Calls Ltd) reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
4 SET-OFF
[Sunshine Calls Ltd] may at any time or times [A Company Ltd or sole trader] set-off any liability of [A Company Limited or sole trader] to [Sunshine calls Ltd] against any liability of [Sunshine Calls Ltd] to [A Company Ltd or sole trader] whether under this Agreement or otherwise and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency of its denomination. If the liabilities to be set off are expressed in different currencies [Sunshine Calls Ltd] may effect any necessary currency conversion at the market rate of exchange at the time of set-off. Any exercise by [Sunshine Calls Ltd] of its rights under this Clause is without prejudice to any other rights or remedies available to [Sunshine Calls Ltd] under this Agreement or otherwise.
5 VAT AND STAMP DUTY
5.1 VAT
All sums stated in this Agreement to be payable to [Sunshine Calls Ltd] are exclusive of VAT and, if applicable, [A Company Ltd or sole trader] must pay VAT in addition to those sums subject to delivery by [Sunshine Calls Ltd] to [A Company Limited or sole trader] of a valid VAT invoice.
5.2 Stamp duty etc.
[A Company Limited or sole trader] is to pay on demand and indemnify [Sunshine Calls Ltd]
against any liability it incurs in respect of any stamp duty, registration or similar tax which is or becomes payable in connection with the entry into, performance or enforcement of this Agreement.
6 COSTS AND EXPENSES
Each Party is to pay its own costs and expenses relating to the negotiation, preparation, execution and implementation by it of this Agreement and of each document referred to in this Agreement.
7 AMENDMENTS, WAIVERS AND REMEDIES 7.1 Amendments
No amendment or variation of this Agreement or any of the documents referred to in it is effective unless it is in writing and signed by or on behalf of each of the Parties.
7.2 Remedies
7.2.1 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
7.2.2 Any right or remedy under Clause 7.2.1 may be enforced separately or concurrently with any other right or remedy.
8 SEVERANCE
If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that does not affect:
(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or
(b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.
9 EXCLUSION OF THIRD PARTY RIGHTS
Each Party confirms that it is entering into this Agreement for its own benefit and not for the benefit of any other person. A person who is not a Party to this Agreement has no rights under the principle of jus quaesitum tertio or otherwise to enforce, or to enjoy the benefit of, any term of this Agreement.
10 ASSIGNATION 10.1 Own benefit
Each Party confirms that it is entering into this Agreement for its own benefit and not for the benefit of any other person.
10.2 Assignation
Neither Party is to assign, transfer or otherwise delegate (in whole or in part) this Agreement or any of its rights or obligations under it without the prior written consent of the other Party.
11 CONFIDENTIALITY
11.1 Not to disclose confidential information
No Party is to disclose or permit any person to disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of the other Party except as permitted by Clause 11.2.
11.2 Permitted disclosure
11.2.1 Each Party may disclose the other Party's confidential information:
(a) to its employees, officers, representatives or advisers who, in the reasonable opinion of the Party disclosing the information, need to know such information for the purposes of carrying out the Party's obligations under this Agreement;
(b) as may be required by law, court order or any governmental or regulatory authority.
11.2.2 Each Party is to ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this Clause.
11.3 Use of information
No Party is to use any other Party's confidential information for any purpose other than to perform its obligations under this Agreement.
12 ENTIRE AGREEMENT 12.1 Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes any prior drafts, agreements, undertakings, understandings, representations, warranties and arrangements of any nature between the Parties, whether or not in writing, in relation to the subject matter of this Agreement.
12.2 No reliance
Each Party warrants that it has not entered into this Agreement in reliance on any
representation, warranty or undertaking which is not expressly stated in this Agreement and any representation, warranty or undertaking implied by law or by custom is expressly excluded.
12.3 Misrepresentation
Each Party irrevocably and unconditionally waives any right or remedy it may have to claim damages or to rescind this Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.
12.4 Liability for fraud
Nothing in this Agreement operates to exclude any liability or remedy for fraud.
13 NOTICES 13.1 Writing
Any notice or other communication given under, or in connection with the matters contemplated by, this Agreement must be in writing.
13.2 Deemed receipt
Any notice or communication referred to in Clause [19].1 is deemed to have been received:
(a) if delivered by hand, at the time of delivery;
(b) in the case of pre-paid recorded delivery or registered post, [48] hours from the date of posting;
(c) in the case of registered airmail, [five] days from the date of posting; [and]
(d) in the case of fax, at the time of transmission],
provided that if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice is to be deemed to have been received at 9am on the next Business Day.
13.3 Addresses for notices
The addresses and fax numbers of the Parties for the purposes of Clause [19].2 are:
[Sunshine Calls Ltd]
Address:9 Elphinstone Road Tranent, East Lothian, EH33 2LG
or such other address or fax number [in the United Kingdom] as may be notified in writing from time to time by the relevant Party to the other [Party] [Parties].
14 COMMENCEMENT AND TERM 14.1 Commencement and term
This Agreement comes into force on the date this form is received notwithstanding the date or dates of this Agreement and, subject to Clause [16] (Termination), continues in force until the end of the Services Period.
14.2 Extension of term
14.2.1 The Services Period may be extended:
(a) by agreement in writing signed by or on behalf of both Parties; or,
(b) automatically where Sunshine Calls Ltd continues to provide the Services and [A Company Limited or sole trader] does not serve notice within one month of the end of the Services Period that the Agreement is not to be extended, in which case the Services Period shall be extended by one year.
14.2.2 In the event that the Agreement is extended under Clause 15.2.1 without any agreement as to the Price the Price shall remain as for the original term except that it will be increased in line with the Retail Prices Index taking the date of entry into force of the Agreement as the starting point and the end of the original term of the Agreement as the end point.
15 TERMINATION
15.1 Termination with immediate effect
This Agreement may be terminated with immediate effect by any Party giving written notice to the other Party if:
(a) another Party commits a material breach of this Agreement (which in the case of a breach capable of remedy is not remedied within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied); or (b) another Party has a receiver, administrator, administrative receiver or similar
officer appointed over the whole or a substantial part of its undertaking, property or assets.
15.2 Consequences of termination
The rights and obligations set out in Clauses [ ] and the rights and liabilities in respect of antecedent breaches of this Agreement by either Party continue to have effect and be enforceable after the termination of this Agreement.
16 GOVERNING LAW AND JURISDICTION 16.1 Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and will be construed in accordance with the law of Scotland.
16.2 Jurisdiction
Each Party submits to the exclusive jurisdiction of the Courts of Scotland to settle any dispute or claim that arises out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes or claims)
SCHEDULE Part 1 Services
1 [Telephone service
The provision of the following:
Telephone answering
A telephone answering service (inbound) in accordance with information provided by [A Company Ltd or sole trader] to [Sunshine Calls Ltd ) for the telephone number [given when sign up] limited to a volume of [refer to packages which has been selected] calls per day.
Should the number of calls exceed the specified volume calls will be charged at the selected packages.
Where the information for the telephone answering provided by [A Company Ltd or sole trader] to [Sunshine Calls Ltd] is not of sufficient quality to answer the telephone in accordance with good customer service, [Sunshine Calls Ltd] bears no liability whatsoever for any inadequacy in answering the telephone and any consequences of the telephone answering.
Telephone calling service
A telephone calling service (outbound calls) in accordance with information provided by to [Sunshine Calls Ltd] person filling in the form limited to a volume of package selected calls per day.
Should the number of outbound calls exceed the specified volume calls will be charged at [refer to package selected}
Where the information for the telephone calling service provided by {Sunshine Calls Ltd]] to[ Insert company name] is not of sufficient quality to complete the telephone calls in accordance with good practice, (Sunshine Calls Ltd] bears no liability
whatsoever for any inadequacy in making the telephone calls and any consequences of inadequate telephone calls or the failure to make telephone calls.]
Part 2
Services Period
The Services will be provided from [ start date ] to [date please enter three months from start date then the contract will be on a rolling month to month basis].
Part 3
Package Prices below please select one Payment Terms
Sunshine Reception
1 Sun-Ray
(i) £39.00 per month includes up to 30 incoming and outgoing calls.
Additional incoming calls cost £1.40 per call paid monthly in arrears.
(ii) Free outgoing emails and text.
(iii) Free landline number in the UK area code of your choice.
(iv) A three month minimum contract applies paid monthly in advance.
(v) the date of the Agreement is
2 Sun-Stream
(i) £99.00 per month includes up to 75 incoming calls and outgoing calls.
Additional incoming/ outgoing calls cost £1.29 per call paid monthly in arrears.
(ii) Free outgoing text and emails.
(iii) Free landline number in the U.K. area code of your choice.
(iv) A three month minimum contract applies paid monthly in advance.
(v) the date of the Agreement is
3 Sun-Beam
(i) £199.00 per month includes up to 160 incoming/outgoing calls.
Additional incoming calls cost £1.29 per call paid monthly in arrears (ii) Free outgoing text and emails.
(iii) Free landline number in the U.K. area code of your choice.
(iv) A three month minimum contract applies paid monthly in advance.
(v) the date of the Agreement is
4 Sun-Light
(i) £399.00 per month includes up to 350 incoming/outgoing calls.
Additional incoming calls cost £1.29 per call paid monthly in arrears (ii) Free outgoing text and emails.
(iii) Free landline number in the U.K. area code of your choice.
(iv) A three month minimum contract applies paid monthly in advance.
(v) the date of the Agreement is
5 Sunshine Payments is available with a Sunshine Reception package.
Price for Sunshine Payments is £20.00 per month paid monthly in advance
You will need to set up a contract with Payatrader or a similar online payment solution.
We will need your Trader ID to proceed with this service.
Sunshine Calendar and Sunshine Office are free when you buy a Sunshine reception and Sunshine payment package.
6 Sunshine Office [Receiving letters]
The collection at [address of delivery collection centre - 9 Elphinstone Road, Tranent, East Lothian EH33 2LG] for and distribution to [A Company Ltd or sole trader] of goods subject to the following parameters:
(i) The total mass of small and medium letters per week will not exceed [20] per week.
(ii) deliveries and re-deliveries (that is to say acceptance by [Sunshine calls.uk] of letters for [A Company Limited or sole trader] and distribution to [A Company Ltd or sole trader] of those goods) will not exceed [15] small, medium and large letters per week.
Should the total mass of goods exceed the specified amount, further deliveries will be charged at [2 pence per Gram] or [£1 per delivery] whichever is the greater.
Letters are within the package price not exceeding 15 letters per week.
Small and medium parcels are charged depending on cost to re-deliver to clients address and a handling charge of £5.00 per parcel will incur.
Sunshine calls do not hold any responsibility for items either not delivered or stolen. All parcels re-delivered will be sent as “sign for” items.
