Computer Services Agreement Document

Computer Services Agreement

Microsoft Office VBA and Solution Development

To provide one or more of the following services to the client business.

  • Provide data analysis, of client business’ data, providing forecasting, statistical analysis, collation of data and presentation of data and reports using a variety of visualisation tools including Power BI, PowerPoint and Excel. All as per a schedule agreed with the client.
  • Production of Management Information Reporting on a schedule already agreed with the client business.
  • Provide VBA repairs to the client’s Microsoft Office documents and solutions as per an agreed schedule.
  • Build Microsoft Office solutions that provide extra functionality to the client’s business as per agreed quantities and specifications. This includes the following desktop applications : Access, Excel, Word, PowerPoint and Outlook.

The client business will pay the Contractor 50% of a mutually agreed amount, in advance, for the specified work. The agreed amount will depend on the estimated time to complete the work and its complexity. The remaining 50% will be paid on completion of the work according to previously agreed criteria.

Or the Client will pay the Contractor on an ongoing weekly basis, one week in advance, for the specified work.

A Schedule of Rates document is supplied with this Agreement and should be referred to when considering agreeing payment amounts.

Computer Services Agreement

This Computer Services Agreement (the “Agreement”) dated this

__________________________day of _________________, ______________

Between :

__________________________ of _______________________________________

____________________________________________________________________ (the “Client”)

AND

Leslie Black  of __________________________________________________

_________________________________________________________________(the “Contractor”)

BACKGROUND :

  1. The client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide computer services to the Client.
  2. The Contractor is agreeable to providing such computer services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

  1. The client hereby agrees to engage the Contractor to provide the Client with the following computer services (the “Services”):
  • Provide data analysis, of Client business data, providing forecasting, statistical analysis, collation of data and presentation of data and reports using a variety of visualisation tools including Power BI, PowerPoint, Access and Excel. All as per a timing schedule agreed with the Client.
  • Production of Management Information Reporting on a schedule agreed with the Client business. ;
  • Provide VBA repairs to the Client’s Microsoft Office documents and solutions as per an agreed timing schedule. ; and
  • Build Microsoft Office solutions that provide extra functionality to the Client’s business as per an agreed specification. This includes the following desktop applications : Access, Excel, Word, PowerPoint and Outlook.

 

 

 

  1. The Services will also include any other computer tasks which the Parties may agree on. The Contractor hereby agrees to provide such services to the Client.

Terms of Agreement

  1. The term of this Agreement (the “Term”) will begin on the date of this agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
  2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days’ written notice to the other party.
  3. In the event that either Party breaches a material provision under this Agreement the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  4. This Agreement may be terminated at any time by mutual agreement of the Parties.
  5. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Performance

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP. If necessary, a Euro or other currency equivalent will be provided and an exchange rate will be agreed upon by the two parties prior to the signing of this agreement.

Payment

  1. The Contractor will charge the Client for the Services as follows (the “Payment”):
  • The Client business will pay the Contractor 50% of a mutually agreed amount, in advance for the specified work. The cost, to the Client, of the specified work, will depend on the estimated time to complete the work and of its complexity. The remaining 50% will be paid on completion of the work according to previously agreed Completion Criteria.

Alternatively, the Client can pay the Contractor on a weekly ongoing basis, one week in advance until the completion of the work as per agreed Completion Criteria.

  1. Invoices submitted by the Contractor to the Client are due within 30 days of receipt unless the schedule for payment has been agreed to be weekly as per above paragraph 10.
  2. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.
  3. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect to any such payments required to be made by the Client.
  4. The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs.
  5. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

Penalties for Late Payment

  1. Any late payments will trigger a fee of 5.00% per month on the amount still owing.

Confidentiality

  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the client.
  2. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of the Agreement.
  3. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of the Agreement or how it was provided to the Contractor.
  4. Once this Agreement has been terminated no personal data will (continue to) be held by the Contractor in accordance with the General Data Protection Regulations (GDPR).

Ownership of Intellectual Property

  1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  2. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.

Return of Property

  1. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

  1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and, is exclusively a contractor for service.

 

Ownership of Intellectual Property

  1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  2. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

Notice

  1. All notices, requests, demands or other communication required or permitted by the terms of Agreement will be given in writing and delivered to the Parties at the following address.
    1. _________________________________

_________________________________

_________________________________

_________________________________

_________________________________

_________________________________

 

  1. Leslie Black
    _________________________________

_________________________________

_________________________________

_________________________________

_________________________________

or to such other address as either Party may from time too time notify the other.

Indemnification

  1. Except to the extent paid in settlement from any applicable insurance policies, and too the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Additional Cause

  1. A schedule of Rates document is supplied with this Agreement and should be referred to when ascertaining costs for specific services supplied. The Rates are revised at frequent periods. No new Rates will be applied to any existing Agreements unless agreed to by the Client.

Modification of Agreement

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

  1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

  1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Successorship

  1. This Agreement will continue to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles/Headings

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

  1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

  1. This Agreement will be governed by and construed in accordance with the laws of Northern Ireland, The United Kingdom, Ireland, the EEA or of the country to which both parties agree on.

Severability

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid and unenforceable part severed from the remainder of this Agreement.

Waiver

  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand on this _______________ day of _______, __________.

 

______________________________

____________________________(Client)

 

______________________________

____________________________(Contractor)