The HR Booth Retainer Agreement
Parties
(1) The HR Booth Ltd, registered at 2nd Floor, 22-24 Blythswood Square, Glasgow G2 4BG (“The Service Provider”)
(2) You (The Client”)
Services
2.1 The Client appoints The Service Provider to provide the services set out in Annex 1 to this Contract (“the Services”) on the terms and conditions set out in this Agreement. Any reference in this Contract to an Annex is to an annex to this Contract.
Termination
3.1 Either party may terminate the Contract by giving the other party not less than 90 days written notice.
Role of the Service Provider
4.1 The Service Provider will be entitled to assign or sub-contract this Agreement to any consultant or third party without requiring the consent of the Client. The Service Provider will notify the Client in writing of any such assignation or sub-contracting as soon as is reasonably practicable following the implementation of same.
4.2 The Service Provider shall act at all times in good faith towards the Client and not let their own personal interest conflict with the duties owed to the Client under this Agreement.
4.3 The Service Provider shall not use the Client’s name or Trade Mark in any documentation or promotional material without the written consent of the Client.
4.4 The Service Provider will make available to the Client additional services resulting either from the review of the Client’s internal employment related procedures or as and when an employment related problem arises. The costs applicable for such additional services will be notified by the Service Provider to the Client on request.
Payment
5.1 In consideration of the services being provided by the Service Provider to the Client in terms of this Contract the Service Provider shall be paid the fee(s) set out in Annex 2 in accordance with the payment arrangements set out in Annex 2.
5.2 The Service Provider shall invoice the Client in accordance with the procedures set out in Annex 2.
5.2.1 In the event of a material breach of contract by the Client the Service Provider will be entitled to terminate this Agreement forthwith in writing without any period of notice being required.
5.3 The Service Provider shall not incur any incidental expenses on behalf of the Client without first obtaining written authorisation whilst carrying out activities under this Agreement.
5.4 The Service Provider shall have no liability in respect of documentation, procedures or actions that have not been authorised by them in writing as being sufficient for the purpose of the fulfilment of the statutory obligations as set out by employment related legislation.
5.5 The Service Provider shall have no financial commitment to the Client and will not be liable for any expenditure that the Client may incur in the provision of setting up (a) correct procedures or (b) incorrect procedures arising emanating from the correct advices being given.
5.6 The Service Provider shall have the right to cancel the agreement where the Client has failed to observe the provisions of this Agreement in this case the terms of clause 5.2.1 of this agreement shall apply.
5.7 All sums payable under this Agreement are exclusive of any value added, or other sales, tax which The Service Provider may be obliged to charge the Client.
5.8 The Client shall indemnify the Service Provider in respect of any losses, fees, cost and/or damages incurred by the Service Provider and not recovered from the Service Provider’s indemnity insurers as a result of any act or omission or failure to provide information originating from the Client or those for whom the Client is responsible.
Confidentiality
6.1 The Service Provider shall not during the term, or thereafter, disclose, or permit to be disclosed, any business information of the Client, including (without prejudice to the generality of the foregoing) details of this Agreement, terms and conditions, wage roll, customer lists, employee details, details of the Client’s services and its financial information and shall not use such information other than for the purposes of this Agreement or for the purposes of disclosing same to their legal or professional advisers or insurers or as required to be disclosed by law. The Client warrants to the Service Provider that they have obtained the authority of any persons whose information they pass to the Service Provider to so pass such information. The Client shall indemnify the Service Provider any breach of this undertaking.
Other Terms
7.1 Nothing in this Agreement shall create a partnership or relationship of employer and employee or joint venture between the parties.
7.2 The parties acknowledge that in entering into this Agreement they have not relied on any representation, warranty or other provision except as expressly provided in this Agreement. All conditions, warranties or other terms implied by statute or common law in so far as relating to obligations of the Service Provider are excluded to the fullest extent permitted by law.
7.3 If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
7.4 Failure by either party to enforce at any time, for any period, any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
7.5 This Agreement, together with its Appendices, constitutes the entire agreement between the parties. This Agreement supersedes and replaces any prior agreements or understandings.
Alistair Booth
Founder & CEO
DATE: 19th September 2023
ANNEX 1
“The Services”
A1.1 The Service Provider will provide employment related advice to the Client’s named contact(s) notified to the Service Provider in writing by the Client from time to time by way of telephone advice, email advice or video conferencing. This may include but is not limited to:
- Reviewing and updating HR policies and procedures
- Providing guidance on employee relations matters
- Providing advice on HR compliance and employment law
- Offering general HR consultation and recommendations as needed
Specific on-site support will be charged at an additional hourly rate, agreed in advance. Specific remote support via video conference in meetings such as investigations, formal meetings or return to work interviews will be agreed in advance.
In the event that the client requires services beyond those covered by the retainer fee, such services shall be considered additional services. These additional services may include but are not limited to:
- Onsite visits or training sessions
- Remote training sessions
- Recruitment
- Occupational Health Referrals
- Investigations
- Chairing formal meetings
- Note taking
- Special projects, including, but not limited to, job evaluations, benchmarking and implementation of performance management processes.
The Service Provider shall provide the Client with a written estimate of the fees associated with any additional services before commencing such services. The Client must provide written approval for the Service Provider to proceed with additional services, along with acceptance of the associated fees. The Service Provider reserves the right to request for an advance payment on additional services.
A1.2 The Service Provider will be available during the hours of 9am and 5.00pm Monday to Friday for the purpose of providing advice to the Client on employment related problems. The Service Provider will reply to all requests within 3 working hours.
A1.3 Advice given will be subject to the Client’s correct and proper implementation of correct employment procedures. The Service Provider will not be responsible for any employment documentation, procedures or actions that have not been approved by them as being authorised as sufficient for the purpose of the fulfilment of the statutory obligations as set out by employment related legislation and the law generally.
A1.4 The Service Provider will provide employment related advice in response to the details provided by the Client. The information given by the Client will determine and form the basis of the advice given by the Service Provider and therefore The Service Provider will have no liability arising from the Client’s misinterpretation or non-exhaustive reporting of employment related events occurring within the Client’s business. In addition, in the event of any such misinterpretation or non-exhaustive reporting occurring and resulting in a potential vitiation or partial vitiation of the Service Provider’s indemnity insurance the Service Provider shall additionally have no liability to the Client for the amount so vitiated.
A1.5 The Service Provider will provide the Client with various HR related documents for their use. The Service Provider will not take responsibility for any employment claims that arise as a result of the use, by the Client, of any of the HR related documents provided without prior guidance and approval.
A1.6 The Service Provider will not prepare or embark upon any additional onsite support or consultancy without first providing a set quotation for such service should the Client wish The Service Provider to take on additional HR support outside the scope of this agreement.
A1.7 The Service Provider reserves the right to review the pricing structure and any changes to the pricing must be notified to the Client 60 days in advance.