Consultancy Terms & Conditions
1.1 The Consultant agrees to provide the services as detailed in the accompanying cover email to National Centre for Circus Arts for the Term in accordance with Clause 3 below, at such times and places within the United Kingdom as National Centre for Circus Arts requires.
1.2 The Consultant will provide information to National Centre for Circus Arts, in writing if required, about any aspect of the provision of the Services.
1.3 National Centre for Circus Arts may, acting reasonably, amend the Details of Services in consultation and by notice in writing to the Consultant. Where National Centre for Circus Arts amends the Consultancy Services, the fee may be amended on a fair and reasonable basis.
2. Facilities and Equipment
2.1 National Centre for Circus Arts shall make available suitable studio space at the premises, as are necessary for the delivery or performance of the Services. National Centre for Circus Arts may provide specialist equipment as necessary for the provision of the Services.
2.2 The Consultant will provide their own equipment where possible, however if the Consultant has access to any facilities or equipment belonging to National Centre for Circus Arts upon termination of this Agreement, the Consultant shall return all property to National Centre for Circus Arts.
3. Consultant’s Rights and Obligations
3.1 The Consultant will undertake the duties and method of working mutually agreed with National Centre for Circus Arts. The Consultant will use all reasonable care and skill in the provision of the Services to National Centre for Circus Arts.
3.2 The Consultant will comply with all applicable laws and regulations and any reasonable regulations and directions that National Centre for Circus Arts prescribes in connection with the provision of the Services.
3.3. The Consultant will comply with all reasonable standards of safety, and take due regard of and comply with any safety regulations of National Centre for Circus Arts and relevant statutory provisions. The Consultant will also report to National Centre for Circus Arts any incident which could indicate or create unsafe working conditions or practices.
3.4 The Consultant will take out and maintain full and comprehensive public liability insurance to cover all Services provided to National Centre for Circus Arts. The Consultant will supply a copy of its Public Liability Policy to National Centre for Circus Arts.
3.5 In such circumstances as necessary, the Consultant will provide National Centre for Circus Arts with proof of clearance from the Disclosure and Barring Service as required, prior to commencement of Services.
3.6 For the avoidance of doubt, nothing in this Agreement will render the Consultant an employee of or a partner in National Centre for Circus Arts.
3.7 In the event of unavoidable absence, the Consultant must inform National Centre for Circus Arts as early as possible. Wherever practicable, the Consultant will suggest a replacement consultant of equivalent skill and expertise, with, if appropriate, clearance from the Disclosure and Barring Service, to carry out the Services. The National Centre for Circus Arts has the final decision on whether or not to engage the replacement consultant. Payment for services undertaken by a replacement consultant will be made directly to the replacement consultant by National Centre for Circus Arts unless otherwise agreed.
3.8 If the Consultant is providing the Services for a specific production or project (the “Project”), in the case of suspension of the Project by National Centre for Circus Arts, notice of the suspension will not normally be less than one week. National Centre for Circus Arts reserves the right to re-arrange the Project at a mutually convenient time. Should the Project be cancelled by National Centre for Circus Arts without re-arrangement:
a) within 1 week of the Project, the Consultant will be entitled to 100% of the total fee;
b) within 1 and 3 weeks of the Project, the Consultant will be entitled to 50% of the total fee;
c) more than 3 weeks before the Project, the Consultant will be entitled to a proportion of the fee for Services provided up to and including the final day worked, to be agreed upon by the Parties.
d) In the event that Project is cancelled due to COVID, either due to government mandate or guidance, or as a result of a decision by National Centre for Circus Arts, National Centre for Circus Arts may terminate this agreement with one day’s notice and the Consultant will be entitled to a reasonable portion of the fee, reflecting the proportion of the Services provided.
Any fees paid over and above these amounts prior to the cancellation of the Project must be reimbursed by the Consultant to National Centre for Circus Arts within 28 days of cancellation.
3.9 The Consultant may provide services to a third party or third parties during the period of this Agreement provided that such arrangements do not prevent the proper provision of the Services to National Centre for Circus Arts.
3.10 The Consultant warrants that by entering into this Agreement he or she will not be in breach of any obligations to or agreements with any third party.
3.11 The Consultant will comply with National Centre for Circus Arts’ policies and procedures on anti-corruption and bribery.
4.1 National Centre for Circus Arts may terminate this Agreement with one week’s notice. In the event of termination on notice from National Centre for Circus Arts, the Consultant will be entitled to a reasonable portion of the fee, reflecting the proportion of the Services provided. Any fees paid over and above this amount prior to the termination of the Agreement must be reimbursed by the Consultant to National Centre for Circus Arts within 28 days of termination.
4.2 Upon expiry of this Agreement, or termination pursuant to Clause 4.1, the following provisions shall survive and continue to have effect: Clauses 5.3, 6, 7, 9 and 12.
4.3 Notwithstanding Clause 4.2, National Centre for Circus Arts may terminate this Agreement and all rights granted thereunder, with immediate effect, by notice on writing to the Consultant, in the event that:
a) the Consultant commits a material breach of any of its obligations under the Agreement;
b) the Consultant fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 7 days after being required to make such payment;
c) the Consultant experiences an insolvency event as recognised by applicable UK law; or
d) the Consultant makes any act or omission or pursues any course of conduct which may bring National Centre for Circus Arts into disrepute or uses the Works in such a way as to damage the reputation or goodwill attaching to National Centre for Circus Arts.
4.4 In the event of termination pursuant to Clause 4.3:
a) the Consultant shall reimburse National Centre for Circus Arts for all fees paid prior to the termination of the Agreement, such fees to be received by National Centre for Circus Arts within 28 days of termination; and
b) all outstanding sums payable by the Consultant to National Centre for Circus Arts under the Agreement will immediately become due and payable.
5.1 Subject to the receipt of appropriate invoices, the Consultant will be paid as outlined in the accompanying cover email. The instalments of this fee will be paid by BACS within one month of receipt of invoice from the Consultant.
5.2 All invoices must include the Consultant’s National Insurance number and Unique Tax Reference number. Invoices should be emailed to firstname.lastname@example.org.
5.3 The Consultant will be solely responsible for the payment of any National Insurance contributions, income tax and any other statutory charges or deductions specified by law from time to time in respect of any payments made to the Consultant under this Agreement, and any VAT accounting.
6. Confidentiality & Disclosure of Information
The Consultant will not disclose, either during or after the end of this Agreement, any information of a confidential, sensitive or artistic nature relating to National Centre for Circus Arts or any of its stakeholders, which may have been gained in the course of this contract.
7. Data Protection
National Centre for Circus Arts and the Consultant agree to comply with all applicable data protection legislation, including but not limited to the Data Protection Act 1998 and any subsequent amendments thereto. The Consultant agrees to National Centre for Circus Arts holding and processing personal data (including sensitive personal data) relating to him or her for personnel, administrative and management reasons.
8. Intellectual Property
8.1 For the avoidance of doubt, any artistic or other creative work, invention, development, process, plan, design, formula, specification, programme or any other matter that is made, developed or discovered by the Consultant, either alone or with others during this Agreement (the “Works”), shall belong to and be the absolute property of the Consultant.
8.2 In consideration of the Fee, the Consultant:
a) hereby grants to the National Centre for Circus Arts:
i. a worldwide, perpetual, irrevocable, royalty-free, assignable, sub-licensable, exclusive licence to use, modify, develop and exploit: (i) the Works; and (ii) all other intellectual property owned by or licensed to the Consultant that is reasonably necessary to use, modify, develop and exploit the Works (together, the “Licensed IP”), in the field of education in circus skills; and
ii. a worldwide, perpetual, irrevocable, royalty-free, assignable, sub-licensable, non-exclusive (subject to Clause 8.2(a)i)) licence to use, modify, develop and exploit the Licensed IP; and
b) agrees to accompany any use of the Work with an acknowledgment of National Centre for Circus Arts as being fundamental in the origination of the Work.
8.3 The Consultant shall not make any act or omission or pursue any course of conduct which may bring National Centre for Circus Arts into disrepute or use the Works in such a way as to damage the reputation or goodwill attaching to National Centre for Circus Arts.
8.4 The Consultant warrants and undertakes to ensure that use by National Centre for Circus Arts of the Licensed IP will not infringe the rights of any third party.
9.1 For the purposes of this Clause 9, the “Paying Party” shall mean the Party making the payment and the “Receiving Party” shall mean the Party receiving the payment.
9.2 Where applicable, all payments made by either Party under this Agreement are exclusive of VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply by the Receiving Party, the Paying Party shall increase that payment by an amount equal to the VAT which is chargeable in respect of the taxable or deemed taxable supply in question, provided that Receiving Party shall have delivered a valid VAT invoice in respect of such VAT to the Paying Party. If the Paying Party fails to comply with its obligations under this Clause 9.2, it shall additionally pay all interest and penalties, which thereby arise to the Receiving Party. If any VAT invoice is delivered to the Paying Party after the relevant payment has been made, the Paying Party shall pay the VAT due within 5 Business Days of the Receiving Party delivering a valid VAT invoice.
9.3 In the event of any delay in paying any sum due under this Agreement by the due date, the Paying Party shall pay to the Receiving Party interest on the overdue amount at the rate of 3% per annum above HSBC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Paying Party shall pay the interest together with the overdue amount.
9.4 All sums payable by the Paying Party under this Agreement shall be paid free and clear of all deductions and withholdings unless the deduction or withholding is required by law. If any deduction or withholding is required by law, the Paying Party shall pay to the Receiving Party such sum as will, after the deduction or withholding has been made, leave the Receiving Party with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.
9.5 Any sums payable under this Agreement shall be paid in sterling to the credit of the bank account designated in writing by the Receiving Party.
The Consultant agrees to indemnify National Centre for Circus Arts for any loss, damage, liability, costs or expenses (including reasonable legal costs) arising from any employment-related claim or any claim based on worker status brought by him or her, or by any delegate appointed by him or her, against National Centre for Circus Arts arising out of or in connection with the provision of the Consultancy Services.
11. Further Assurance
At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
12. Force Majeure
12.1 If either party to this Agreement is prevented or delayed in the performance of any of their respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue.
12.2 For the purpose of this Agreement, “force majeure” shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and includes, but is not limited to, the following:
12.2.1 strikes, lockouts or other industrial action;
12.2.2 civil commotion, riot, invasion, war threat or preparation for war;
12.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic, severe weather or other natural physical disaster;
12.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
12.2.5 political interference with normal operations.
13. Entire Agreement
13.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
14.1 This Agreement may be executed in any number of counterparts, and by Consultant and National Centre for Circus Arts on separate counterparts, but shall not be effective until each Party has executed at least one counterpart.
14.2 Each counterpart shall constitute an original of this Agreement, but the counterparts shall together constitute but one and the same instrument.
15. Governing Law and Jurisdiction
15.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
15.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.